Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K in connection with the termination of the Voting Plan and the Voting Rights is incorporated by reference into this Item 3.03.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the Company's stockholders approved amendments to the
Company's Articles of Incorporation to (i) increase the number of shares of
authorized common stock (the "Common Stock Amendment") and (ii) authorize
1,000,000 shares of "blank-check" preferred stock (the "Preferred Stock
Amendment" and, together with the Common Stock Amendment, the "Articles
Amendments"). Following stockholder approval of the Articles Amendments,
Certificates of Amendment to the Company's Articles of Incorporation were filed
with the Secretary of
This descriptions of the Articles Amendments are qualified in their entirety by reference to the complete text of the Certificate of Amendment for each of the Common Stock Amendment and the Preferred Stock Amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The Voting Plan and the Voting Rights (as such terms are defined below) automatically terminated upon the completion of the vote of the Company's stockholders at the Annual Meeting as to the approval or rejection of the Articles Amendments.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Set forth below is a summary of the matters voted on at the Annual Meeting.
Election of Directors
The Company's stockholders elected
For Withheld Broker Non-Votes Daniel Marshak 134,508 22,367 324,242 Christina Morrison 138,226 18,649 324,242
Approval of Common Stock Amendment
As previously disclosed in the Company's Definitive Proxy Statement, as filed
with the
The results of the stockholders' vote with respect to the Common Stock Amendment, both excluding the Voting Rights and after applying a Voting Factor of 3.9 million under the Voting Plan, were as follows:
Excluding Voting Rights After Applying Voting Factor For: 360,317 4,620,102,023 Against: 112,684 1,444,870,978 Abstain: 8,116 8,116
Approval of Preferred Stock Amendment
The Company's stockholders approved the Preferred Stock Amendment, after applying a Voting Factor of 3.9 million under the Voting Plan. The results of the stockholders' vote with respect to the Preferred Stock Amendment, both excluding the Voting Rights and after applying a Voting Factor of 3.9 million under the Voting Plan, were as follows:
Excluding Voting Rights After Applying Voting Factor For: 77,687 3,045,833,976 Against: 76,998 3,018,820,709 Abstain: 2,190 2,190 Broker Non-Votes: 324,242 324,242
Approval of Amendment to 2015 Equity Incentive Plan
The Company's stockholders approved the Incentive Plan Amendment. The results of the stockholders' vote with respect to the Incentive Plan Amendment were as follows:
For: 81,576 Against: 70,570 Abstain: 4,729 Broker Non-Votes: 324,242
Advisory Vote to Approve Named Executive Officer Compensation
The Company's stockholders approved, on an advisory basis, the compensation paid by the Company to its named executive officers. The results of the stockholders' vote with respect to such advisory vote were as follows:
For: 124,203 Against: 29,206 Abstain: 3,466 Broker Non-Votes: 324,242
Ratification of the Appointment of
The Company's stockholders ratified the appointment of
For: 446,455 Against: 28,449 Abstain: 6,213
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description Certificate of Amendment to the Articles of Incorporation filed with 3.1 theNevada Secretary of State, datedSeptember 12, 2022 . Certificate of Amendment to the Articles of Incorporation filed with 3.2 theNevada Secretary of State, datedSeptember 12, 2022 . 99.1InVivo Therapeutics Holdings Corp. 2015 Equity Incentive Plan (incorporated by reference to Appendix C to the Company's Definitive Proxy Statement, as filed with theSEC onAugust 18, 2022 ). 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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