Item 5.07
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Submission of Matters to a Vote of Security Holders
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On August 24, 2017, CytoDyn Inc. (the
Company) held its annual meeting of stockholders (the Annual Meeting), at which certain matters were submitted to a vote of stockholders. A total of 108,924,077 shares were represented in person or by proxy at the Annual
Meeting, out of 152,763,243 shares outstanding and entitled to vote as of the record date. The final results for each of the matters submitted are set forth below. Each of the proposals was approved, except for Proposal 5, which was not approved. A
more detailed description of each proposal is set forth in the Companys Proxy Statement filed with the Securities and Exchange Commission on July 24, 2017 (the Proxy Statement).
Proposal No.
1 Election of Eight Directors
. The stockholders elected eight directors, each for a
one-year
term:
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Nominee
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Shares
Voted For
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Shares
Withheld
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Broker Non-
Votes
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Denis R. Burger, Ph.D.
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74,653,226
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3,664,152
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30,606,699
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Anthony D. Caracciolo
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74,630,992
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3,686,386
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30,606,699
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Gregory A. Gould
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74,176,733
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4,140,645
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30,606,699
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Scott A. Kelly, M.D.
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75,996,157
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2,321,221
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30,606,699
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A. Bruce Montgomery, M.D.
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76,261,441
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2,055,937
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30,606,699
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Jordan G. Naydenov
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75,920,831
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2,396,547
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30,606,699
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Nader Z. Pourhassan, Ph.D.
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75,658,489
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2,658,889
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30,606,699
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Carl C. Dockery
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76,241,285
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2,076,093
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30,606,699
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Proposal No.
2 Amendment to Increase the Number of Shares Authorized for Issuance Under the 2012
Equity Incentive Plan
. The stockholders approved a proposal to amend certain provisions of the 2012 Equity Incentive Plan, as described in the Proxy Statement, including an increase in the number of shares of capital stock authorized for
issuance under the 2012 Equity Incentive Plan from 7,000,000 to 15,000,000, by the votes set forth in the table below:
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For
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Against
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Abstained
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Broker Non-Vote
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57,810,711
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19,333,027
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1,173,640
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30,606,699
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Proposal No.
3 Approval of Reverse Stock Split
. The stockholders approved a proposal to
effect a reverse stock split at a ratio of any whole number between
one-for-two
and
one-for-ten,
as determined by the board of directors, and simultaneously reduce the number of authorized shares of common stock to 200,000,000, at any time before
August 24, 2018, if and as determined by the board of directors, by the votes set forth in the table below:
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For
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Against
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Abstained
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87,398,545
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21,211,577
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313,955
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Proposal No.
4 Amendment to Certificate of Incorporation to Increase the Number of Authorized
Shares
. The stockholders approved a proposal to amend the certificate of incorporation of the Company (the Certificate of Incorporation) to increase the total number of authorized shares of common stock to 375,000,000, by the votes
set forth in the table below:
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For
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Against
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Abstained
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93,614,640
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14,800,575
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508,862
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Proposal No.
5 Amendment to Certificate of Incorporation to Eliminate a Provision that Permits
Removal of the Companys Directors Only With Cause
. The stockholders did not approve a proposal to amend the Certificate of Incorporation to eliminate a provision that permits the removal of directors only with cause, by the votes set forth
in the table below:
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For
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Against
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Abstained
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Broker Non-Vote
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73,247,233
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4,156,801
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913,344
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30,606,699
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1
Proposal No.
6 Ratification of Selection of Independent Registered Public Accounting
Firm.
The stockholders approved the selection of Warren Averett, LLC as independent registered public accounting firm for the fiscal year ending May 31, 2018, by the votes set forth in the table below:
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For
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Against
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Abstained
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106,388,575
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1,966,762
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568,740
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Proposal No.
7 Advisory Vote on Executive Compensation.
The stockholders approved the
compensation paid to executive officers, by the votes set forth in the table below:
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For
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Against
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Abstained
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Broker Non-Vote
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60,290,110
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16,413,247
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1,614,021
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30,606,699
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2