Item 5.07
Submission of Matters to a Vote of Security Holders.
On June
21, 2017
,
Vermillion, Inc. (the “Company”) held its
201
7
annual meeting of stockholders (the “Annual Meeting”).
The matters voted on at the Annual Meeting were: (1) the election of
seven
director
nominees
,
each to serve
for a one-year term
expiring at the 2018 annual meeting of stockholders
and
until his
or
her successor is elected and qualified; (2) an advisory vote
to approve
the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement relating to the Annual Meeting (the “Proxy Statement”);
(3) an advisory vote on the frequency of future advisory votes
to approve the
compensation
of
the Company’s
named executive officers
;
and
(
4
) the ratification of the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31,
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7
. As of the
close of business on the
record date for the Annual Meeting, there were
56,089,245
shares of Company common stock, par value $0.001 per share, issued and outstanding and entitled to vote. There were
44,437,407
shares present in person or by proxy at the Annual Meeting
, constituting a quorum
. The final voting results were as follows:
Proposal 1. Election of Directors
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|
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NOMINEE
|
FOR
|
WITHHOLD
|
BROKER NON-VOTES
|
James S. Burns
|
33,329,807
|
126,475
|
10,981,125
|
Veronica G.H. Jordan, Ph.D.
|
33,330,858
|
125,424
|
10,981,125
|
James T. LaFrance
|
33,331,802
|
124,480
|
10,981,125
|
Valerie B. Palmieri
|
33,301,651
|
154,631
|
10,981,125
|
David R. Schreiber
|
32,658,596
|
797,686
|
10,981,125
|
Carl Severinghaus
|
33,330,798
|
125,484
|
10,981,125
|
Eric Varma, M.D.
|
33,335,302
|
120,980
|
10,981,125
|
Based on the votes set forth above, each of the
director nominees
was duly elected to serve for a
one-year
term expiring at the Company’s
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annual meeting of stockholders and until his
or
her successor
is
elected and qualified.
Proposal 2. Advisory Vote
to Approve
the Compensation of the Company’s Named Executive Officers
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|
|
|
|
|
|
|
3,
|
|
|
FOR
|
AGAINST
|
ABSTENTIONS
|
BROKER NON-VOTES
|
33,101,246
|
295,163
|
59,873
|
10,981,125
|
Based on the votes set forth above, the stockholders approved, on a non-binding, advisory basis, the compensation
of
the Company’s named executive officers as disclosed in the Proxy Statement.
Proposal 3. Advisory Vote on the Frequency of
Future
Advisory Votes
to Approve
the Compensation of the Company’s Named Executive Officers
The advisory vote on the frequency
of future
advisory votes
to approve
the compensation of the Company’s named executive officers
received the following
votes:
|
|
|
|
|
0,750,820
|
|
|
|
THREE YEARS
|
TWO YEARS
|
ONE YEAR
|
ABSTENTIONS
|
BROKER
NON-VOTES
|
641,527
|
619,898
|
32,161,150
|
33,707
|
10,981,125
|
In accordance with the results of this vote, the Board of Directors
of the Company
determined to implement an advisory vote
to approve the
compensation
of the Company’s named executive officers
every year until the next required vote on the frequency of
advisory
votes on executive compensation. The Company is required to hold such a vote on frequency every six years.
Proposal
4
. Ratification of the Selection of Independent Registered Public Accounting Firm
|
|
|
|
0,750,820
|
|
|
FOR
|
AGAINST
|
ABSTENTIONS
|
BROKER NON-VOTES
|
44,385,387
|
6,147
|
45,873
|
0
|
Based on the votes set forth above, the
stockholders ratified the
selection of
BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31,
201
7
.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Vermillion, Inc.
|
|
Date: June
2
6
,
201
7
|
By:
|
/s/ Eric J. Schoen
|
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Eric J. Schoen
|
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Senior
Vice President, Finance and Chief Accounting Officer
|