Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On April 26, 2017, following the 2017 Annual Meeting of Stockholders
(the “Annual Meeting”) of Biostage, Inc. (the “Company”), the Company filed a Certificate of Amendment
(the “Charter Amendment”) to its Amended and Restated Certificate of Incorporation with the Secretary of State for
the State of Delaware. The Charter Amendment increased the number of authorized shares of the Company’s common stock from
60,000,000 to 120,000,000. The Charter Amendment became effective on April 26, 2017.
The foregoing description of the Charter Amendment does not
purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On April 26, 2017, the Company held the Annual Meeting. At the
Annual Meeting, the Company’s stockholders voted on the following proposals:
(i) the election of one Class I Director
for a three-year term, such term to continue until the Company’s annual meeting of stockholders in 2020 and until such Director’s
successor is duly elected and qualified or until his earlier resignation or removal;
(ii) the ratification of the appointment
of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017;
(iii) the approval of an amendment to the
Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s
common stock to 120,000,000;
(iv) the approval of an amendment to the
Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the shares of the Company’s
common stock at a ratio of not less than 1-for-2 and not greater than 1-for-20, with the exact ratio of, effective time of and
decision whether or not to implement a reverse stock split to be determined by the Company’s Board of Directors; and
(v) the approval of an amendment to the
Company’s 2013 Equity Incentive Plan (the “2013 Plan”) to increase the number of shares of the Company’s
common stock available for issuance pursuant to the 2013 Plan by 4,000,000 shares.
The voting results are reported below.
Proposal 1 - Election of Directors
James J. McGorry was elected as a Class I Director for a three-year
term, such term to continue until the annual meeting of stockholders in 2020 and until such Director’s successor is duly
elected and qualified or until his earlier resignation or removal. Due to the plurality election, votes could only be cast in favor
of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:
Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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James J. McGorry
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7,593,973
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990,743
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17,163,574
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Proposal 2 - Ratification of the
Appointment of KPMG LLP
The appointment of KPMG LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2017 was ratified. There were no broker non-votes
on this proposal. The results of the vote were as follows:
Votes For
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Votes Against
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Votes Abstained
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24,973,193
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646,749
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128,348
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Proposal 3 - Amendment to Amended
and Restated Certificate of Incorporation – Authorized Common Stock Increase
The amendment to the Company’s Amended and Restated Certificate
of Incorporation to increase the number of authorized shares of common stock to 120,000,000 was approved. There were no broker
non-votes on this proposal. The results of the vote were as follows:
Votes For
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Votes Against
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Votes Abstained
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20,585,661
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4,874,536
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288,093
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Proposal 4 – Authority to Amend
the Amended and Restated Certificate of Incorporation – Reverse Stock Split
The amendment to the Company’s Amended and Restated Certificate
of Incorporation to effect a reverse stock split of the shares of the Company’s common stock at a ratio of not less than
1-for-2 and not greater than 1-for-20, with the exact ratio of, effective time of and decision whether or not to implement a reverse
stock split to be determined by the Company’s Board of Directors, was approved. There were no broker non-votes on this proposal.
The results of the vote were as follows:
Votes For
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Votes Against
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Votes Abstained
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20,479,235
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5,083,716
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185,339
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Proposal 5 - Amendment to 2013 Equity
Incentive Plan
The amendment to the 2013 Plan to increase the number of shares
of the Company’s common stock available for issuance pursuant to the 2013 Plan by 4,000,000 shares was approved. The results
of the vote were as follows:
Votes For
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Votes Against
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Votes Abstained
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Broker Non Votes
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6,499,163
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1,931,907
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153,646
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17,163,574
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