Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2021, Sio Gene Therapies Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders considered and approved the Company’s Amended and Restated 2015 Equity Incentive Plan (the “Amended Plan”), which increased the aggregate number of shares of common stock reserved for issuance under the Amended Plan by 5,000,000.
The Amended Plan was previously approved, subject to stockholder approval, by the Company’s Board of Directors. The Amended Plan became effective immediately upon stockholder approval at the Annual Meeting. The maximum number of shares of common stock that may be issued under the Amended Plan is 25,466,000 shares, subject to adjustment or increase as set forth in the Amended Plan.
A more complete summary of the terms of the Amended Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on August 6, 2021 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended Plan, a copy of which is filed as Appendix A to the Proxy Statement and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on September 23, 2021, the Company's stockholders considered and approved five proposals, each of which is described in more detail in the Company’s Proxy Statement.
Of the 72,941,507 shares of common stock outstanding as of the record date, 55,277,212 shares, or 75.8%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: The following seven nominees for director were elected to serve as directors of the Company until the Company’s 2022 Annual Meeting of Stockholders and until their successors are duly elected, by the following votes:
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Name
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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Frank Torti, M.D.
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32,590,346
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2,604,442
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45,629
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20,036,795
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Atul Pande, M.D.
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32,919,308
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2,288,870
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32,239
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20,036,795
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Pavan Cheruvu, M.D.
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34,941,890
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265,776
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32,751
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20,036,795
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Berndt Modig
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31,867,101
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3,323,514
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49,802
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20,036,795
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Senthil Sundaram
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34,952,826
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220,151
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67,440
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20,036,795
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Eric Venker, M.D., Pharm.D.
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32,944,570
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2,249,184
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46,663
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20,036,795
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Kristiina Vuori, M.D, Ph.D.
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35,008,944
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191,473
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40,000
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20,036,795
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Proposal No. 2: The stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending March 31, 2022, by the following votes:
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Votes For
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Votes Against
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Abstain
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55,109,854
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130,758
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36,600
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Proposal No. 3: The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers for the fiscal year ended March 31, 2021, by the following votes:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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34,125,459
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1,028,780
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86,178
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20,036,795
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Proposal No. 4: The stockholders approved, on a non-binding advisory basis, the frequency of future advisory votes on the Company's named executive officer compensation of once every year, by the following votes:
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One Year
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Two Years
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Three Years
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Abstain
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19,657,917
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117,964
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15,216,054
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248,482
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Proposal No. 5: The stockholders approved the Amended Plan to increase the total number of shares of common stock reserved for issuance under the Amended Plan by 5,000,000 shares of common stock, by the following votes:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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22,911,139
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12,230,471
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98,807
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20,036,795
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