Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On November 9, 2016, the Company held
the annual meeting of stockholders for fiscal year ended December 31, 2015 (the “Meeting”). At the Meeting, the stockholders
voted on the following four (4) proposals, described in detail in the Company’s Definitive Proxy Statement for the Meeting
filed with the Securities and Exchange Commission on October 25, 2016. On October 7, 2016, the Record Date for determining which
stockholders are entitled to vote, there were 28,787,831 shares of our common stock outstanding, 2,427 shares of Series A preferred
stock issued and outstanding, and 375 shares of Series C convertible preferred stock, issued and outstanding. Each share of common
stock and Series A preferred stock entitles the holder to one vote on matters submitted to a vote of our stockholders. Each share
of Series C preferred stock entitles the holder to 1,000 votes on matters submitted to a vote of our stockholders. The holders
of 62.64% of the Company’s shares entitled to vote (18,032,203) submitted votes by proxy or in person at the Meeting, constituting
a quorum.
Results of
votes with respect to proposals submitted at that meeting are as follows:
Proposal 1
:
To elect our
Board to hold office until our 2017 annual meeting of stockholders or until their respective successors have been duly elected
and qualified.
The below is a list of the nominees:
.:
Nominee
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For
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Withheld
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Peter Brennan
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4,397,226
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436,251
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VADM Robert T. Conway
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4,395,726
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437,751
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Rustin R. Howard
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4,408,396
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425,081
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Conrad Mir
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3,988,071
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845,406
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Carl D. O’Connell
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4,393,976
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439,501
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LCDR Steven Roehrich
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4,013,821
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819,656
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Stanley K. Yarbro, Ph. D.
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4,146,453
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687,024
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All of the above nominees were elected
by majority vote to serve on the Board of Directors until our 2017 annual meeting of shareholders.
Proposal 2
:
To ratify the appointment of Mayer Hoffman
McCann CPAs, the New York Practice of Mayer Hoffman McCann P.C., as our independent registered public accounting firm for the fiscal
year ending December 31, 2016.
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FOR
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AGAINST
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ABSTAIN
|
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BROKER
NON-VOTE
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17,025,228
|
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725,732
|
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281,243
|
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N/A
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The appointment of Mayer Hoffman McMann CPAs, the New York
Practice of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm was ratified because
there was a quorum and the votes cast “FOR” the proposal exceeded those cast against the proposal.
Proposal 3
:
To amend of Certificate of Incorporation to authorize
a new series of preferred stock, designated as Series D Convertible Preferred Stock.
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FOR
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AGAINST
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ABSTAIN
|
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BROKER
NON-VOTE
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3,359,335
|
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1,465,137
|
|
9,005
|
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N/A
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A majority of the Company’s
outstanding stockholders did not vote in favor of the Company amending its articles of incorporation with regard to creating a class
of preferred stock. This proposal did not pass.
Proposal 4: To approve the adoption of the 2016 Stock
Option Plan
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FOR
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AGAINST
|
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ABSTAIN
|
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BROKER
NON-VOTE
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3,061,818
|
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1,762,154
|
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9,505
|
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N/A
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A majority of the Company’s
outstanding stockholders did not vote in favor of the Company authorizing the adoption of the 2016 Stock Option Plan. This proposal did
not pass.