Item 5.07 Submission of Matters to a Vote of Security Holders.
IntelGenx Technologies Corp. (the "Company" or "IntelGenx") held its Annual Meeting of Shareholders on May 10, 2022 (the "Annual Meeting"), in a virtual-only format, for those who were shareholders of the Company at the close of business on March 17, 2022 (the "Record Date"), pursuant to notice and proxy materials duly communicated to them. As of the Record Date, there were 154,651,290 shares outstanding of the Company's common stock at $0.00001 par value (the "IntelGenx Common Stock"). At the 2022 Annual Meeting, shareholders as of the Record Date holding 105,395,585 shares (68.15%) of the IntelGenx Common Stock were present at the virtual meeting or per proxy. Each such shareholder was entitled to one vote for each share of the IntelGenx Common Stock held on the Record Day.
At the 2022 Annual Meeting, the following matters were submitted to votes of the Company's shareholders:
(i) the election of eight directors,
(ii) the ratification of Richter LLP as the Company's independent auditors for the fiscal year ending December 31, 2022,
(iii) the advisory vote on executive compensation,
(iv) to pass an ordinary resolution (in the form included in the Proxy Statement (as defined below)), to ratify and approve amendments to the Company's 2016 Stock Option Plan.
(i) The following votes were received at the 2022 Annual Meeting from the shareholders for the election of eight directors to serve until the 2023 Annual Meeting of Shareholders or until their respective successors are elected or appointed:
Name of Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
Horst G. Zerbe, Ph.D. |
68,685,849 |
6,074,953 |
951,710 |
29,683,073 |
J. Bernard Boudreau |
71,255,057 |
3,635,991 |
821.464 |
29,683,073 |
Bernd J. Melchers |
70,820,471 |
4,081,537 |
810,504 |
29,683,073 |
Clemens Mayr |
70,926,187 |
3,909,281 |
877,044 |
29,683,073 |
Mark Nawacki |
71,074,905 |
3,827,603 |
810,004 |
29,683,073 |
Frank Stegert |
71,535,643 |
3,367,945 |
808.924 |
29,683,073 |
Srinivas Rao, Ph.D. |
72,175,809 |
2,728,699 |
808,004 |
29,683,073 |
Monika Trzcinska |
72,058,720 |
2,850,078 |
803,714 |
29,683,073 |
(ii) The following votes were received at the 2022 Annual Meeting from the shareholders to ratify the appointment of Richter LLP as the Company's registered independent auditors for the fiscal year ending December 31, 2022, and such appointment was approved:
For
|
|
Against
|
|
Abstain
|
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Broker Non-Votes
|
102,180,984
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2,127,065
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1,087,536
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0
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(iii) The following votes were received at the 2022 Annual Meeting from the shareholders to approve (on an advisory basis) the compensation of the named executive officers, as disclosed in the Proxy Statement ("say on pay"), and such compensation was approved:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
66,937,098 |
|
7,950,683 |
|
824,731 |
|
29,683,073 |
(iv) The following votes were received at the 2022 Annual Meeting from the shareholders to pass an ordinary resolution (in the form included in the Proxy Statement), ratifying and approving amendments to the Company's 2016 Stock Option Plan:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
53,474,533 |
|
9,823,792 |
|
1,597,957 |
|
29,683,073 |
As disclosed in the Proxy Statement, 10,816,230 shares of common stock held directly or indirectly by insiders of the Company that are eligible to participate in the 2022 Amended and Restated Stock Option Plan and their associates, were deducted from the total 64,290,763 FOR votes cast.
No other matters were submitted to or voted on by the shareholders.
Further information concerning the matters voted upon at the 2022 Annual Meeting, as well as the required approval threshold and the effect of broker non-votes, withheld votes and absentations on each vote, is contained in the Company's proxy statement, dated March 24, 2022, and as amended on April 20, 2022, with respect to the 2022 Annual Meeting (the "Proxy Statement").
INTELGENX TECHNOLOGIES CORP.
Date: May 11, 2022
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By: |
/s/ Ingrid Zerbe |
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Ingrid Zerbe |
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Corporate Secretary |
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