Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, onAugust 6, 2021 at the annual meeting of stockholders (the "Annual Meeting") ofAgroFresh Solutions, Inc. (the "Company"), the stockholders of the Company approved (1) the Third Amendment to the Company's 2015 Incentive Compensation Plan (the "Plan") to, among other things, increase the number of shares of the Company's common stock reserved for issuance under the Plan from 7,150,000 to 13,650,000, and (2) the First Amendment to the Company's 2019 Employee Stock Purchase Plan (the "ESPP") to increase the number of shares of the Company's common stock reserved for issuance under the Plan from 500,000 to 1,250,000. The summaries of material terms of the Third Amendment to the Plan and of the First Amendment to the ESPP are set forth in the Company's Definitive Proxy Statement datedJune 25, 2021 under the captions "Proposal 2 - Approval and Adoption of the Third Amendment to theAgroFresh Solutions, Inc. 2015 Incentive Compensation Plan" and "Proposal 3 - Approval and Adoption of the First Amendment to theAgroFresh Solutions, Inc. 2019 Employee Stock Purchase Plan," respectively, and are incorporated herein by reference. Such descriptions of the Third Amendment to the Plan and the First Amendment to the ESPP are qualified in their entireties by reference to the Third Amendment to the Plan and to the First Amendment to the ESPP, which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the annual meeting of stockholders ofAgroFresh Solutions, Inc. (the "Company") held onAugust 6, 2021 (the "Annual Meeting"), the Company's stockholders (1) elected the Company's eight nominees for director for a one-year term, (2) approved and adopted the Third Amendment to the Plan, (3) approved and adopted the First Amendment to the ESPP, (4) ratified the appointment ofDeloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year endingDecember 31, 2021 and (5) authorized the Company's board of directors to adjourn and postpone the Annual Meeting to a later date or dates, if necessary. The final voting results for each proposal submitted to a vote are set forth below:
PROPOSAL 1: Election of Directors.
Name Votes For Votes Against
Abstentions Broker Non-Votes
Robert J. Campbell 66,765,209 3,600,756 18,422 4,337,226 Alexander Corbacho 66,695,697 3,635,387 53,303 4,337,226 Denise L. Devine 68,889,425 1,465,390 29,572 4,337,226 Nance K. Dicciani 68,914,044 1,452,567 17,776 4,337,226 Kay Kuenker 69,060,462 1,270,819 53,106 4,337,226 Clinton A. Lewis, Jr. 69,039,560 1,315,058 29,769 4,337,226 Kevin Schwartz 68,978,798 1,375,783 29,806 4,337,226 Macauley Whiting, Jr. 68,867,850 1,458,596 57,941 4,337,226
PROPOSAL 2: Approval and adoption of the Second Amendment to the Plan.
Votes For Votes Against Abstentions Broker Non-Votes 66,589,120 3,694,223 101,044 4,337,226
--------------------------------------------------------------------------------
PROPOSAL 3: Approval and adoption of the Third Amendment to the ESPP.
Votes For Votes Against Abstentions Broker Non-Votes 69,037,920 1,253,941 92,526 4,337,226
PROPOSAL 4: Approval of the ratification of
Votes For Votes Against Abstentions 73,492,416 1,225,017 4,180
PROPOSAL 5: Approval to authorize the Board of Directors to adjourn and postpone the Annual Meeting to a later date or dates.
Votes For Votes Against Abstentions 61,608,886 12,979,997 132,730 Item 9.01 Exhibits (d) Exhibits. Exhibit Number Exhibit 10.1 Third Amendment to 2015 Incentive Compensation
Plan (incorporated herein by
this reference to Appendix A to the Company's
Definitive Proxy Statement
filed with the Commission onJune 25, 2021 ). 10.2 First Amendment to 2019 Employee Stock Purchase
Plan (incorporated herein by
this reference to Appendix B to the Company's
Definitive Proxy Statement
filed with the Commission onJune 25, 2021 ).
--------------------------------------------------------------------------------
© Edgar Online, source