ASRT Assertio Holdings Inc

At the Annual Meeting, the Company’s stockholders considered and voted on the following proposals: (i) to elect the five director nominees to hold office until the 2024 Annual Meeting of Stockholders (Proposal 1); (ii) to approve an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan to increase the number of shares available for issuance thereunder (Proposal 2); (iii) to approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 3); (iv) to conduct, on an advisory basis, a vote on the preferred frequency of future advisory votes to approve the compensation of the Company’s named executive officers (Proposal 4); (v) to approve an amendment to the Amended and Restated Certificate of Incorporation of Assertio Therapeutics, Inc. (“Therapeutics”), a wholly-owned subsidiary of the Company, to eliminate the pass-through voting provision that requires approval by both the Company and the Company’s stockholders prior to certain actions being taken by or at Therapeutics (Proposal 5) and (vi) to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal 6).

A summary of the final voting results for each of the six matters voted upon by the stockholders at the Annual Meeting is set forth below.

Proposal 1: The stockholders of the Company elected each of the five director nominees to serve on the Company’s Board of Directors (the “Board”) for a term to expire at the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. The votes on Proposal 1 were as follows:

Proposal 2: The stockholders of the Company approved an amendment and restatement of the Company’s Amended and Restated 2014 Omnibus Incentive Plan to increase the number of shares available for issuance thereunder. The votes on Proposal 2 were as follows:

Proposal 3: The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers. The votes on Proposal 3 were as follows:

Proposal 4: The stockholders of the Company approved, on an advisory basis, “every year” as the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers.  The votes on Proposal 4 were as follows:

In accordance with the voting results, the Board has determined to hold future advisory votes on executive compensation every year until the next required stockholder advisory vote on the frequency of future advisory votes on executive compensation.

Proposal 5: The stockholders of the Company did not approve the amendment to the Amended and Restated Certificate of Incorporation of Therapeutics to eliminate the pass-through voting provision that requires approval by both the Company and the Company’s stockholders prior to certain actions being taken by or at Therapeutics. Although a substantial majority of votes cast supported the proposal, the votes “For” represented less than a majority of the Company’s outstanding shares of common stock as of the record date for the Annual Meeting. The votes on Proposal 5 were as follows:

Proposal 6: The stockholders of the Company ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes on Proposal 6 were as follows: