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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(e) Amendment to the 2018 Omnibus Equity Incentive Plan.
As described under Item 5.07, at the Annual Meeting of Stockholders
of iBio, Inc. (the “Company”) held on March 5, 2020 (the “Annual Meeting”), the stockholders of the Company,
upon recommendation of the Board of Directors, approved an amendment to the Company’s 2018 Omnibus Equity Incentive Plan
(the “Plan”) to increase the number of shares of the Company’s common stock authorized for issuance thereunder
from 3.5 million shares to 6.5 million shares and to incorporate changes to include restricted stock units and performance-based
awards as grant types issuable under the Plan. The amendment to the Plan had been approved by the Board of Directors, subject to
stockholder approval.
A description of the amendment and the Plan, as amended, is
set forth in the definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (“SEC”)
on January 23, 2020 (the “Definitive Proxy Statement”), under the caption “Proposal 6 — Approval
of an Amendment to our 2018 Omnibus Equity Incentive Plan to Increase the Number of Shares of our Common Stock Authorized for Issuance
Thereunder from 3.5 Million Shares to 6.5 Million Shares and to Incorporate Changes to Include Restricted Stock Units and Performance-Based
Awards as Grant Types Issuable Under The 2018 Omnibus Equity Incentive Plan”, and the Supplement to Notice of 2019 Annual
Meeting of Stockholders and Definitive Proxy Statement, filed with the SEC on March 2, 2020 (the “Proxy Statement Supplement”),
which disclosure is incorporated herein by reference. The description of the amendment and the Plan, as amended, contained in the
Definitive Proxy Statement and Proxy Statement Supplement is qualified in its entirety by reference to the full text of the Plan,
as amended, which is attached as Appendix B to the Definitive Proxy Statement and incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On March 5, 2020, the Company held its
2019 Annual Meeting of Stockholders. A total of 59,327,455 shares of the Company’s common stock were entitled to vote as
of January 13, 2020, the record date for the Annual Meeting. There were 41,011,255 shares present in person or by proxy at the
Annual Meeting.
As described in the Definitive Proxy Statement,
at the Annual Meeting the stockholders were asked to vote on five matters: Proposal 1- the election of two directors each to serve
as Class II directors for a three year term expiring at the 2022 annual meeting of stockholders or until successors have been duly
elected and qualified; Proposal 2 - ratification of the appointment of CohnReznick LLP as the Company’s independent registered
public accounting firm for the fiscal year ending June 30, 2020; Proposal 3 - approval of an advisory vote on executive compensation
(“say-on-pay”); Proposal 4 - an advisory vote on the frequency of future executive compensation advisory votes and
Proposal 6 - to approve an amendment to the Company’s 2018 Omnibus Equity Incentive Plan to increase the number of shares
of common stock authorized for issuance thereunder from 3.5 million shares to 6.5 million shares and to incorporate changes to
include restricted stock units and performance-based awards as grant types issuable under the 2018 Omnibus Equity Incentive Plan.
The proposals are described in detail in the Definitive Proxy Statement.
Proposal 5 to approve an amendment to the
Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s common stock,
which was included in the Definitive Proxy Statement, was withdrawn by the Company’s Board of Directors prior to the Annual
Meeting and no vote was taken on this proposal at the meeting.
The final voting results of the Annual
Meeting are set forth below.
Proposal 1 - Election of Directors - The
Company’s stockholders elected Glenn Chang and Philip K Russell, M.D. to serve as Class II directors of the Company for a
three-year term expiring in 2022. The voting results for each of these individuals were as follows:
Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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Glenn Chang
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20,450,320
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1,555,941
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19,004,994
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Philip K Russell, M.D.
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20,479,030
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1,527,231
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19,004,994
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Proposal 2 - Ratification of the selection
of the Company’s independent registered public accounting firm - The Company’s stockholders ratified the selection
of CohnReznick LLP as the Company’s independent registered public accounting firm for the current fiscal year ending June
30, 2020. The voting results were 36,624,007 shares “FOR,” 2,470,771 shares “AGAINST,” and 1,916,477 abstentions.
Proposal 3 – “Say on pay”
proposal - The Company’s stockholders approved, on an advisory basis, the compensation of its named executive officers. The
voting results were 17,335,930 shares “FOR,” 3,496,900 shares “AGAINST,” 1,173,431 abstentions and 19,004,994
broker non-votes.
Proposal 4 –“Say on frequency”
proposal - The Company’s stockholders voted as follows, on an advisory basis, on the frequency of future say on pay votes:
19,620,121 shares for 1 year, 401,239 shares for 2 years, 1,375,411 shares for 3 years, 609,490 abstentions and 19,004,994 broker
non-votes.
The Company has considered the outcome
of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s board of directors
in the Definitive Proxy Statement, that the Company will hold future say-on-pay votes on an annual basis until the occurrence of
the next advisory vote on the frequency of say-on-pay votes. The next advisory vote regarding the frequency of say on pay votes
is required to occur no later than the Company’s 2025 Annual Meeting of Stockholders.
Proposal 6 – Amendment to the Company’s
2018 Omnibus Equity Incentive Plan - The Company’s stockholders approved the proposal to amend the Company’s 2018 Omnibus
Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder from 3.5 million shares
to 6.5 million shares and to incorporate changes to include restricted stock units and performance-based awards as grant types
issuable under the 2018 Omnibus Equity Incentive Plan. The voting results were 14,043,485 shares “FOR,” 7,682,821 shares
“AGAINST,” 279,955 abstentions and 19,004,994 broker non-votes.