Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 28, 2023, Altimmune, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”). As of August 11, 2023, the record date for the 2023 Annual Meeting, there were 52,686,426 shares of the Company’s common stock outstanding and entitled to vote at the 2023 Annual Meeting. A total of 34,561,978 shares of common stock were present or represented by proxy at the 2023 Annual Meeting, representing 65.6% of the issued and outstanding shares entitled to vote at the meeting, representing a quorum. The proposals voted upon and the final results of the vote were as follows:
Proposal No. 1: Election of Directors. The results were as follows:
| | | | | | |
| | | | | | Broker |
Director | | For | | Withhold | | Non-Votes |
Mitchel Sayare, Ph.D., Chairman | | 21,844,990 | | 316,470 | | 12,400,518 |
Vipin K. Garg, Ph.D. | | 21,885,151 | | 276,309 | | 12,400,518 |
David J. Drutz, M.D. | | 19,880,376 | | 2,281,084 | | 12,400,518 |
John M. Gill | | 21,588,792 | | 572,668 | | 12,400,518 |
Philip L. Hodges | | 21,810,125 | | 351,335 | | 12,400,518 |
Diane Jorkasky, M.D. | | 21,824,133 | | 337,327 | | 12,400,518 |
Wayne Pisano | | 19,385,875 | | 2,775,585 | | 12,400,518 |
Klaus O. Schafer, M.D., MPH | | 21,823,016 | | 338,444 | | 12,400,518 |
Catherine Sohn, Pharm D | | 21,912,287 | | 249,173 | | 12,400,518 |
Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The results were as follows:
| | | | |
For | | Against | | Abstain |
34,318,768 | | 153,149 | | 90,061 |
Proposal No. 3: Advisory vote on the Compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the SEC’s compensation rules (referred to as the “say-on-pay” proposal). The results were as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
16,834,432 | | 5,221,648 | | 105,380 | | 12,400,518 |
Proposal No. 4: Advisory vote on the frequency with which the Company will hold a non-binding, advisory vote on the compensation of its named executive officers as disclosed in the Proxy Statement pursuant to the SEC’s compensation rules (referred to as the “frequency of say-on-pay” proposal). The results were as follows:
| | | | | | | | |
1 Year | | 2 Years | | 3 Years | | Abstain | | Broker Non-Votes |
21,595,590 | | 80,595 | | 352,096 | | 133,179 | | 12,400,518 |
Based on the votes set forth above, the Company’s stockholders approved, on a non-binding, advisory basis, a frequency of One Year for the non-binding, advisory vote on the compensation of the Company’s named executive officers. The Board of Directors considered these voting results and other factors, and has determined that the Company will hold future advisory votes on its executive compensation on an annual basis.
Proposal No. 5: Vote to authorize the adjournment of the 2023 Annual Meeting to enable the Board of Directors to solicit additional proxies. The results were as follows:
| | | | |
For | | Against | | Abstain |
27,712,554 | | 6,744,992 | | 104,432 |