Item 5.07
Submission of Matters to a Vote of Security Holders.
Note: The stock information set forth in this Item 5.07 is presented on a pre-Reverse
Stock Split basis.
At the Annual Meeting, the stockholders of the Company voted as set forth below on the following proposals, each of which is
described in detail in the Companys proxy statement/prospectus/information statement, dated June 30, 2017. The stockholders of the Company had also been solicited to vote to approve an adjournment of the Annual Meeting, if necessary, to
solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve proposals 1, 4 and 5 referenced below, but such adjournment was unnecessary.
At the Annual Meeting, 55,711,613 shares of common stock, or approximately 77.81% of the outstanding common stock entitled to vote, were represented by proxy
or in person.
The final voting results for each matter submitted to a vote of the Companys stockholders are as follows:
Proposal 1. Approval of the Issuance of Company Common Stock in the Merger
The approval of the issuance of shares of Company common stock to Moleculars stockholders pursuant to the terms of the Merger Agreement.
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For
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Against
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Abstain
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Broker Non-Votes
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37,012,375
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929,075
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170,085
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17,600,078
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Proposal 2. Approval of the Issuance of Company Common Stock in the Concurrent Financing
The approval of the issuance of shares of Company common stock in the concurrent financing.
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For
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Against
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Abstain
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Broker Non-Votes
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36,856,231
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1,060,875
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194,429
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17,600,078
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Proposal 3. Approval of Amendment to the Companys 2014 Equity Incentive Plan
The approval of an amendment to the Threshold 2014 Equity Incentive Plan, or the 2014 Plan, to, among other things, (i) increase the total number of
shares of Threshold common stock currently available for issuance under the 2014 Plan by 15,000,000 shares, and (ii) revise the Internal Revenue Code Section 162(m) share limits under the 2014 plan, which amendment does not reflect the
Reverse Stock Split.
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For
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Against
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Abstain
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Broker Non-Votes
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36,186,273
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1,613,786
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311,476
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17,600,078
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Proposal 4. Approval of Corporate Name Change
The approval of an amendment to the amended and restated certificate of incorporation of the Company changing the name of the corporation from Threshold
Pharmaceuticals, Inc. to Molecular Templates, Inc.
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For
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Against
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Abstain
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Broker Non-Votes
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36,813,009
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1,032,978
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265,548
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17,600,078
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Proposal 5. Approval of Reverse Stock Split
The approval of a series of alternate amendments to the amended and restated certificate of incorporation of the Company to effect a reverse stock split of the
Companys issued and outstanding common stock within a range, as determined by the Companys board of directors, of every 5 to 15 shares (or any number in between) of outstanding Company common stock being combined and reclassified into
one share of Company common stock.
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For
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Against
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Abstain
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Broker Non-Votes
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36,737,414
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1,139,632
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234,489
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17,600,078
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Proposal 6. Election of Directors
The election of the two nominees for Class I directors named in the proxy statement/prospectus/information statement to the Companys board of directors
for a term of three years (provided, however, that if the merger is completed, the Companys board of directors will be reconstituted as provided in the Merger Agreement).
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Nominee
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For
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Withheld
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Broker Non-Votes
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Jeffrey W. Bird, M.D., Ph.D.
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37,015,930
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1,095,605
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17,600,078
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Harold E. Selick, Ph.D.
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37,046,092
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1,065,443
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17,600,078
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Proposal 7. Advisory Vote on Executive Compensation
The approval, on a non-binding, advisory basis, of the compensation of the Companys named executive officers as disclosed in the proxy
statement/prospectus/information statement.
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For
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Against
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Abstain
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Broker Non-Votes
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36,139,292
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1,699,448
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272,795
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17,600,078
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Proposal 8. Advisory Vote on Merger-Related Compensation
The approval, on a non-binding, advisory basis, of the compensation that will be paid or may become payable to the Companys named executive officers in
connection with the merger.
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For
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Against
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Abstain
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Broker Non-Votes
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34,559,104
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1,814,484
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1,737,947
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17,600,078
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Proposal 9. Ratification of Appointment of the Independent Registered Public Accounting Firm
The ratification of the selection of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending
December 31, 2017.
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For
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Against
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Abstain
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54,253,029
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1,137,061
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321,523
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