Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2020,
Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s
stockholders approved the Company’s 2020 Omnibus Equity Incentive Plan. A description of the 2020 Omnibus Equity Incentive
Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on
November 3, 2020 with the SEC (the “Definitive Proxy Statement”), in the section entitled “Proposal 5—APPROVAL
OF THE IBIO, INC. 2020 OMNIBUS EQUITY INCENTIVE PLAN”, which is incorporated herein by reference. The description is qualified
in its entirety by reference to the full text of the 2020 Omnibus Equity Incentive Plan, a copy of which is included as Exhibit
10.1 hereto and attached to the Definitive Proxy Statement as Appendix B.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On December 9, 2020,
at the Annual Meeting, the Company’s stockholders voted on the following six (6) proposals and cast their votes as described
below. A total of 116,449,314 shares were represented in person or
by proxy, which represented a quorum. These matters are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, 3,
4, 5 and 6 as set forth in the Definitive Proxy Statement are as follows:
Proposal 1 — Election of Class III Directors.
The three (3) nominees named as Class III
directors of our Board of Directors, each to serve a three-year term expiring at the 2023 Annual Meeting of Stockholders and until
such director’s successor is duly elected and qualified were elected with the following votes:
Name of Director
|
|
Votes For
|
|
Withheld
|
|
Broker Non-Votes
|
1. Seymour Flug
|
|
35,022,765
|
|
5,011,003
|
|
76,529,582
|
2. John D. McKey, Jr.
|
|
34,268,753
|
|
5,765,015
|
|
76,529, 582
|
3. Gary Sender
|
|
34,821,134
|
|
5,212,634
|
|
76,529,582
|
Proposal 2 — Ratification of Appointment of Independent
Registered Public Accounting Firm.
The stockholders ratified the appointment
of CohnReznick LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2021 based
on the votes set forth below:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
106,475,691
|
|
7,563,950
|
|
2,523,709
|
|
0
|
Proposal 3 — Approval of an advisory vote on Executive
Compensation (“say-on-pay”).
Stockholders approved,
on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Definitive Proxy Statement.
The results of the voting for this approved proposal were as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
25,324,395
|
|
12,890,558
|
|
1,818,815
|
|
76,529,582
|
Proposal 4 — Approval of an amendment
to our Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 275,000,000 to
425,000,000.
The Company’s stockholders did not
approve Proposal 4. The votes cast were as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
65,045,807
|
|
48,072,070
|
|
3,445,473
|
|
0
|
Proposal 5 — Approval of the adoption of the iBio,
Inc. 2020 Omnibus Equity Incentive Plan.
As further described
above in Item 5.02 of this Current Report on Form 8-K, the stockholders approved the adoption of the iBio Inc. 2020 Omnibus Equity
Incentive Plan. The results of the voting for this approved proposal were as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
25,877,117
|
|
12,023,209
|
|
2,133,442
|
|
76,529,582
|
Proposal 6 — Approval of the adjournment
of the 2020 Annual Meeting, if the Board of Directors determines it to be necessary or appropriate, to solicit additional proxies
if there are not sufficient votes in favor of either proposals (4) or (5).
The Company’s stockholders approved
Proposal 6. The votes cast were as follows:
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
79,822,640
|
|
31,255,189
|
|
5,425,521
|
|
0
|