Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
Acorda Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 15, 2020 (the “Annual Meeting”). 39,111,722 shares of the Company’s common stock, or 81.50% of the shares of the Company’s common stock issued and outstanding on the record date for the Annual Meeting, were present in person or represented by proxy at the Annual Meeting. Summarized below are descriptions of the proposals voted on at the Annual Meeting and the final results of such voting:
Proposal One: Election of directors
As described in the Company’s 2020 Proxy Statement, the Company’s Board of Directors nominated three individuals to serve as Class III directors for a term to expire on the date of the Company’s 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified. All of such nominees were elected by a plurality vote (and also received a majority vote, for purposes of the majority vote provisions of the Company’s Bylaws), as follows:
Director
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
Ron Cohen, M.D.
|
23,947,303
|
3,095,971
|
12,068,448
|
Lorin J. Randall
|
23,567,806
|
3,475,468
|
12,068,448
|
Steven M. Rauscher
|
23,908,579
|
3,134,695
|
12,068,448
|
Proposal Two: Nasdaq listing rule proposal
The Company’s stockholders approved, as required in accordance with Nasdaq Listing Rule 5635(d), the Company’s ability to settle conversions of, and make interest payments on, the Company’s 6% Convertible Senior Secured Notes due 2024 using shares of the Company’s common stock in excess of 19.99% of the number of outstanding shares of common stock, by the following vote:
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
25,376,200
|
1,489,053
|
178,021
|
12,068,448
|
Proposal Three: Authorized common stock increase proposal
The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 80,000,000 to 370,000,000, by the following vote:
Votes For
|
Votes Against
|
Abstentions
|
31,694,288
|
6,236,371
|
1,181,063
|
Proposal Four: Reverse stock split proposal
The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit the Company’s Board of Directors to effect a reverse stock split of the Company’s common stock by a ratio of any whole number in the range of 1-for-2 to 1-for-20, and a corresponding reduction in the number of authorized shares of the Company’s common stock, with such ratio to be determined by the Company’s Board of Directors, at such time and date, if at all, as determined by the Company’s Board of Directors within one year after the conclusion of the 2020 Annual Meeting, by the following vote:
Votes For
|
Votes Against
|
Abstentions
|
32,509,887
|
5,368,198
|
1,233,637
|
Proposal Five: Ratification of appointment of independent auditors
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020, by the following vote:
Votes For
|
Votes Against
|
Abstentions
|
38,110,763
|
707,782
|
293,177
|
Proposal Six: Advisory vote to approve named executive officer compensation
The Company’s stockholders voted, in an advisory, non-binding manner, to approve the compensation of the Company’s Named Executive Officers as disclosed in the Company’s 2020 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the executive compensation tables and the related footnotes and narrative accompanying the tables (the “say-on-pay vote”). The Company’s stockholders voted as follows to approve such executive compensation pursuant to the say-on-pay vote:
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
23,518,695
|
3,240,657
|
283,922
|
12,068,448
|
Proposal Seven: Adjournment proposal
The Company’s stockholders approved one or more adjournments of the 2020 Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies or in the absence of a quorum, by the following vote:
Votes For
|
Votes Against
|
Abstentions
|
32,265,506
|
4,946,423
|
1,899,793
|