SNCA Seneca Biopharma Inc

On August 7, 2020, Seneca Biopharma, Inc. (“Company”) held its 2020 Annual Meeting (“Annual Meeting”) at 2:00 p.m. EDT. The Annual Meeting was held virtually. Only stockholders of record as of the close of business on June 19, 2020 (“Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, 17,295,703 shares of the Company’s common stock were issued, outstanding and entitled to vote, of which 11,744,600 shares were represented, in person or by proxy, and constituted a quorum for purposes of the Annual Meeting. The final results of the stockholder vote on each proposal brought before the meeting were as follows: 

(a) Proposal 1. The following individuals were elected as the Class III Directors to serve for a three-year term expiring at the 2023 Annual Meeting based upon the following votes:

(b) Proposal 2. The ratification of Dixon Hughes Goodman, the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified based upon the following votes:

(c) Proposal 3. The ratification of the filing and effectiveness of the amendment to the Company’s amended and restated certificate of incorporation that was filed with the Secretary of State of the State of Delaware on July 10, 2019, and the effectiveness of the 1-for-20 reverse stock split effected thereby on July 17, 2019 – As disclosed under Item 8.01 below, incorporated herein by reference, the Annual Meeting was adjourned until September 4, 2020 with respect to Proposal 3.

(d) Proposal 4. The approval of an amendment to the Company’s amended and restated certificate of incorporation to authorized he Board of Directors to effect a reverse split of the Company’s issued and outstanding common stock by a ratio of not less than 1-for-2 and not more than 1-for-25 with the Board having the discretion as to whether or not the reverse stock split is to be effected at any time prior to the one (1) year anniversary of the Annual Meeting, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by the Board in its sole discretion – As disclosed under Item 8.01 below, incorporated herein by reference, the Annual Meeting was adjourned until September 4, 2020 with respect to Proposal 4.

(e) Proposal 5. The non-binding advisory vote on executive compensation was approved based upon the following votes:

(f) Proposal 6. The non-binding advisory vote on the frequency of holding future advisory votes on execution compensation received the following votes:

Accordingly, the Board will take these results under advisement.

(g) Proposal 7. The adoption of Seneca Biopharma 2020 Equity Incentive Plan – As disclosed under Item 8.01 below, incorporated by reference, the Annual Meeting was adjourned until September 4, 2020 with respect to Proposal 7.