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Item 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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Special Meeting of Stockholders
The Special Meeting of stockholders of Galena Biopharma, Inc. (“we,” “us,” “our” or the “company”) was held on October 21, 2016.
At the Annual Meeting, our stockholders voted on the following three proposals and cast their votes as described below:
Proposal 1
: To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, to effect a reverse stock split of the outstanding shares of the Company’s common stock, par value $0.0001 per share, at a ratio of not less than 1 for 2 and not greater than 1 for 20, with the exact ratio and effective time of the reverse stock split to be determined by the Board of Directors (the “Reverse Stock Split”) and publicly announced by press release.
This proposal was approved with 112,946,840 votes “FOR,” 36,790,357 votes “AGAINST,” and 1,943,771 votes to “ABSTAIN.”
Proposal 2:
To authorize the issuance shares of the Company’s common stock issuable upon the redemption, conversion or other satisfaction of the Company’s obligations under its Amended and Restated 9% Original Issue Discount Senior Secured Debenture due November 10, 2018, without the need for any limitation or cap on issuances as required by and in accordance with NASDAQ Marketplace Rule 5635(d).
This proposal was approved with 38,119,837 votes “FOR,” 16,100,264 votes “AGAINST,” and 1,108,340 votes to “ABSTAIN.” In addition, there were 96,352,527 broker non-votes in connection with this proposal.
Proposal 3:
To authorize the adjournment of the Special Meeting, if necessary or appropriate, if a quorum is present, to solicit additional proxies if there are insufficient votes at the Special Meeting in favor of the Reverse Stock Split.
This proposal was approved with 111,684,894 votes “FOR,” 37,673,838 votes “AGAINST,” and 2,322,236 votes to “ABSTAIN”.