ITEM 5.02.
– Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Amendment
to the 2010 Incentive Stock Plan
On
August 25, 2016, the stockholders of Synthetic Biologics, Inc. (the “Company” or “our”) approved an amendment
to the 2010 Stock Incentive Plan (the “Plan”) to increase the total number of shares of stock that the Company has
the authority to issue from 8,000,000 to 14,000,000. The amendment to the Plan became effective upon such stockholder approval
(see Item 5.07 below). A description of the Plan is set forth in the Company’s definitive proxy statement, dated July 6,
2016 (the “Proxy Statement”), for its 2016 Annual Meeting of Stockholders (the “Annual Meeting”), in the
section captioned “Proposal 3. Approval Of An Amendment To Our 2010 Stock Incentive Plan To Increase The Number Of Shares
Of Common Stock That We Have Authority To Grant From 8,000,000 To 14,000,000,” which is incorporated herein by reference
and qualified in its entirety by reference to a copy of the Amended and Restated Plan attached to the Proxy Statement as Appendix
A.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
August 25, 2016, the Company held its Annual Meeting, at which a quorum was present. At the Annual Meeting, stockholders
of record as of the close of business on June 28, 2016 voted on the following proposals and cast their votes as described below.
These matters are described in detail in the Proxy Statement.
The
number of votes cast for and against and if applicable, the number of withheld/abstentions and broker non-votes with respect to
each matter voted upon, are set forth below.
Proposal
1 — Election of Directors
The
following four individuals were elected as directors, to serve until the 2017 Annual Meeting of Stockholders and until their successors
are duly elected and qualified with the following votes:
Name of Director
|
Votes For
|
Withheld
|
Broker
Non-Votes
|
|
|
|
|
Jeffrey
J. Kraws
|
30,239,009
|
2,275,391
|
41,380,605
|
Jeffrey
Riley
|
32,023,502
|
490,898
|
41,380,605
|
Scott
L. Tarriff
|
30,221,861
|
2,292,539
|
41,380,605
|
Jeffrey
Wolf
|
30,254,648
|
2,259,752
|
41,380,605
|
Proposal
2 — Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm
for the year ending December 31, 2016
The
stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for
the year ending December 31, 2016 based on the votes listed below:
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
73,233,136
|
348,435
|
313,434
|
0
|
Proposal
3 - Approval of an Amendment to the Company’s 2010 Stock Incentive Plan, to increase the number of shares of common stock
that it will have the authority to grant from 8,000,000 to 14,000,000.
The
stockholders approved the amendment to the Company’s 2010 Stock Incentive Plan based on the votes listed below:
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
23,888,023
|
8,378,735
|
247,642
|
41,380,605
|
Proposal
4 – Approval, on an Advisory Basis, of our Executive Compensation
The
stockholders approved a resolution, on an advisory basis, regarding our executive compensation based on the votes listed below:
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
29,726,483
|
2,465,437
|
322,480
|
41,380,605
|
Proposal
5 - Advisory Approval of Future Stockholder Advisory Votes Regarding Compensation Awarded to Named Executive Officers
The
stockholders selected “three years” as the frequency of the advisory vote on executive compensation. Taking into consideration
the votes of the stockholders set forth below, the Company’s Board of Directors determined that an advisory vote on executive
compensation will be held every three years until the next advisory vote on the frequency of future stockholder advisory votes
on executive compensation.
One
Year
|
Two
Years
|
Three
Years
|
Abstentions
|
Broker Non-Votes
|
9,578,631
|
2,228,909
|
20,381,409
|
325,451
|
41,380,605
|
Proposal
6 – Approval of the Company’s Reincorporation from the State of Nevada to the State of Delaware
The
proposal to approve the Company’s reincorporation from the State of Nevada to the State of Delaware did not receive the
requisite number of stockholder votes for approval. The proposal received 33.3% of the outstanding shares entitled to vote which
was less than the majority of the outstanding common stock needed to approve the proposal.
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
30,377,109
|
1,972,350
|
164,941
|
41,380,605
|
Proposal
7 – Approval of an adjournment of the Annual Meeting of Stockholders, if necessary, to solicit additional proxies if there
are not sufficient votes in favor of Proposal 6
The
stockholders approved a resolution to adjourn the Annual Meeting of Stockholders to solicit additional proxies if there were not
sufficient votes in favor of Proposal 6 based on the votes listed below.
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
62,464,198
|
9,983,022
|
1,447,785
|
0
|