Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 17, 2021, NovaBay Pharmaceuticals, Inc. (the “Company” or “NovaBay”) held its 2021 Special Meeting of Stockholders (the “Special Meeting”), whereby the Company’s stockholders were asked to consider four (4) proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on November 12, 2021 (the “Proxy Statement”). There were 44,943,364 outstanding shares entitled to vote as of the record date and 31,011,705 shares present in person or by proxy at the Special Meeting, representing sixty-nine percent (69%) of the shares outstanding and entitled to vote. The voting results with respect to three of the four proposals, as certified by the inspector of elections for the Special Meeting, are presented below.
1. To approve, in accordance with NYSE American LLC Company Guide Section 713(a) and (b), both (i) the issuance of 37,500,000 shares of NovaBay’s common stock, par value $0.01 (the “Conversion Shares”), upon conversion of 15,000 shares of NovaBay’s Series B Non-Voting Convertible Preferred Stock, par value $0.01, subject to the potential increase in the number of Conversion Shares due to applicable anti-dilution adjustments, and (ii) the issuance of 37,500,000 shares of NovaBay’s common stock (“Warrant Shares”) upon the exercise of NovaBay common stock warrants, subject to the potential increase in the number of Warrant Shares due to applicable anti-dilution adjustments.
For
|
Against
|
Abstain
|
Broker Non-Votes1
|
18,168,554
|
3,107,071
|
191,850
|
9,544,230
|
2. To approve an amendment to the Amended and Restated Certificate of Incorporation, as amended, of NovaBay Pharmaceuticals, Inc. to increase the Company’s number of authorized shares of NovaBay common stock from 100,000,000 to 150,000,000.
As disclosed below under Item 8.01, which is incorporated herein by reference, the Special Meeting was adjourned with respect to Proposal Two, allowing stockholders additional time to vote for this proposal.
3. To ratify the appointment by our Audit Committee of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2021.
For
|
Against
|
Abstain
|
28,509,579
|
1,962,856
|
539,270
|
4. To adjourn the Special Meeting, if necessary or appropriate, to establish a quorum or to permit further solicitation of proxies if there are not sufficient votes cast at the time of the Special Meeting in favor of Proposal One, Proposal Two or Proposal Three.
For
|
Against
|
Abstain
|
28,261,963
|
2,366,070
|
383,672
|
1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.