Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As disclosed in Item 5.07 below, on
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting was held virtually on
Proposal 1 - Election of Director for a Term of Three Years. The results were as follows: Director Nominee For Withhold Broker Non-Votes J. Kevin Buchi 3,323,755 284,653 1,831,428 Peter Francis 3,322,564 285,844 1,831,428
Proposal 2 - Approval of an Amendment to the 2020 Equity and Incentive Compensation Plan. The results were was follows:
For Against Abstain Broker Non-Vote 3,255,547 337,273 15,588 1,831,428
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm. The results were as follows:
For Against Abstain 5,344,704 12,923 82,209
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Proposal 4 - Advisory Vote on Executive Compensation. The results were as follows: For Against Abstain Broker Non-Vote 3,429,224 144,208 34,975 1,831,428
Proposal 5 - Advisory Vote on Frequency of Say-on-Pay Vote. The results were as follows:
One Year Two Years Three Years Abstain Broker Non-Vote 3,461,427 12,518
90,081 44,382 1,831,428
Proposal 6 - Approval of an Amendment to Company's Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock. The results were as follows:
For Against Abstain 4,779,634 620,660 39,542
Proposal 7 - Approval of Amendment to the Company's Certificate of Incorporation to Authorize the Issuance of Up to 5,000,000 Shares of Preferred Stock. The results were as follows:
For Against Abstain Broker Non-Vote 3,050,963 540,908 16,537 1,831,428
Proposal 8 - Approval of the Adjournment of the Annual Meeting, if Necessary, to Solicit Additional Proxies. The results were as follows:
For Against Abstain 4,781,265 612,020 46,551
Each of the proposals except for Proposal 7 received the required number of votes to be approved by the Company's stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 First Amendment toBenitec Biopharma Inc. 2020 Equity and Incentive Compensation Plan, dated as ofDecember 8, 2021 (incorporated by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed onOctober 22, 2021 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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