PTN Palatin Technologies Inc New

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 24, 2022, Palatin Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the following: (1) election of directors (“Proposal 1”), (2) ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022 (“Proposal 2”), (3)  adoption of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock with an exchange ratio range of between 10:1 and 25:1 (“Proposal 3”), (4) approval of an amendment to the Company’s 2011 Stock Incentive Plan, as amended and restated, to increase the number of shares available for equity awards by 15,000,000 shares (“Proposal 4”), and (5) to advise the Company whether stockholders approve the compensation of the Company’s named executive officers for the fiscal year ended June 30, 2021 (“Proposal 5”).

As of May 12, 2022 (the “Record Date”),  the total number of outstanding shares entitled to vote at the Annual Meeting was: 231,773,670 shares of common stock, one vote per share; 4,030 shares of Series A Preferred Stock, with approximately 16 votes per share, for a total of 66,059 votes; 8,100,000 shares of Series B Preferred Stock, convertible to an aggregate of 30,000,000 shares of common stock, one vote for each on an as converted basis; and 900,000 shares of Series C Preferred Stock, convertible to 3,333,333 shares of common stock, 20,000 votes for each share of common stock on an as converted basis for an aggregate of 66,666,660,000 votes.  The combined total of votes entitled to be cast at the Annual Meeting as of the Record Date was a total of 66,928,499,729 votes.  At the Annual Meeting, the total number of votes present in person or by proxy was 66,807,909,971. The holders of Series B Preferred Stock and the Series C Preferred Stock were only entitled to vote on Proposal 3.  Accordingly, no shares of Series B Preferred Stock or Series C Preferred Stock were cast on Proposals 1, 2, 4 or 5. 

Proposal 1.  Election of Directors. The stockholders elected the following seven directors to serve until the next annual meeting, or until their successors are elected and qualified, by the votes set forth below:

Broker Non-Votes:  56,981,641 for each director

Proposal 2.  Ratification of Appointment of Independent Registered Public Accounting Firm.  The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022, by the votes set forth below:

Broker Non-Votes:  Not Applicable

Proposal 3.  Adoption of an Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split of the Company’s Common Stock with an Exchange Ratio Range of between 10:1 and 25:1.  The stockholders approved the amendment, at the discretion of the board of directors of the Company, to effect a reverse stock split of the Company’s common stock with an exchange ratio range of between 10:1 and 25:1, by the votes set forth below:

Proposal 4: Approval of an Amendment to the Company’s 2011 Stock Incentive Plan to Increase the Number of Shares Available for Equity Awards by 15,000,000 Shares.  The stockholders approved the amendment to the Company’s 2011 Stock Incentive Plan to increase the number of shares available for equity awards by 15,000,000 shares, by the votes set forth below:

Broker Non-Votes:  56,981,641

Proposal 5: Advise the Company whether Stockholders Approve the Compensation of the Company’s Named Executive Officers for the fiscal year ended June 30, 2021. The stockholders voted to advise the Company that they do approve the compensation of the Company’s named executive officers, by the votes set forth below:

Broker Non-Votes:  56,981,641