Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 4, 2019, the Board of Directors of the Bioanalytical Systems, Inc.
(the "Company") approved an amendment (the "Amendment") to the Company's 2018
Equity Incentive Plan (as amended by the Amendment, the "Plan"), and submittal
of the Amendment to the shareholders for their consideration and approval. On
March 19, 2020, at the Company's 2020 annual meeting of shareholders, the
shareholders of the Company approved the Amendment. The Amendment is described
on pages 11 through 15 of the Company's Definitive Proxy Statement on Schedule
14A filed with the Securities and Exchange Commission on January 28, 2020. This
description is incorporated herein by reference and is qualified in its entirety
by reference to the full text of the Plan, which was filed as Annex A to the
Company's Definitive Proxy Statement on Schedule 14A and is incorporated herein
by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On March 19, 2020, the Company held its annual meeting of shareholders. A total
of 7,487,543 shares of the Company's common stock outstanding and entitled to
vote were present at the meeting in person or by proxy. The following is a
summary of the matters voted on at the meeting.
a.) One Class II member of the Board of Directors were elected to serve a
three-year term ending in 2023 with the following votes cast:
Nominee For Withheld Broker Non-Vote
Richard A. Johnson, Ph.D. 4,636,902 690,504 2,160,137
b.) The appointment of RSM US LLP as our independent registered public
accountants for fiscal 2020 was ratified by the following shareholder vote:
Vote Type Voted
For 7,379,917
Against 100,235
Abstain 7,391
c.) The proposal to approve an amendment to the 2018 Equity Incentive Plan,
passed with the following votes cast:
Vote Type Voted
For 4,893,898
Against 415,533
Abstain 17,975
Broker Non-votes 2,160,137
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