At the 2007 Annual Meeting of Stockholders held on
September 19, 2007, Monograms stockholders approved each of the four matters, as proposed in the proxy materials filed with the Securities and Exchange Commission on August 15, 2007 and September 10, 2007, as follows:
William Jenkins, M.D., John D. Mendlein, J.D., Ph.D. and William D. Young were elected as the Class I directors of the Company to serve
until the 2010 Annual Meeting of Stockholders as follows:
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For
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Withheld
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William Jenkins, M.D.
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107,893,835
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2,947,473
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John D. Mendlein, J.D., Ph.D.
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108,000,802
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2,840,506
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William D. Young
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109,372,662
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1,468,646
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Proposal 2, the series of alternative amendments to Monograms Amended and Restated
Certificate of Incorporation, as amended, to effect, at the discretion of the Board of Directors, a reverse stock split of the common stock whereby each outstanding 3, 4, 5, or 6 shares would be combined, converted and changed into one share of
common stock, and a reduction in the authorized number of shares of Monograms common stock from 200,000,000 to 170,000,000, 127,000,000, 102,000,000 or 84,000,000, respectively, with the effectiveness of one of such amendments and the
abandonment of the other amendments, or the abandonment of all amendments as permitted under Section 242(c) of the Delaware General Corporation Law, to be determined by the Board of Directors prior to Monograms 2008 Annual Meeting of
Stockholders, was approved as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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70,006,717
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3,659,465
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241,687
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36,933,441
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The approval of Proposal 2 gives Monograms Board of Directors the discretion to implement
any of the approved stock splits or to not implement any stock split, if such decision by the Board is made prior to the 2008 Annual Meeting of Stockholders. While Monograms stockholders approved all stock split ratios as proposed at the
Annual Meeting, Monograms Board of Directors is not immediately implementing any of the stock split ratios.
Further information
regarding the stock split proposal may be found in Monograms definitive proxy materials filed with the SEC on August 15, 2007 and September 10, 2007.
Proposal 3, the amendment to Monograms 2004 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the plan by 5,000,000 shares and, if Monogram effects a
reverse stock split, then by an additional 8,000,000 shares, for an aggregate increase of 13,000,000 shares (all such numbers being stated on a pre-reverse split basis) was approved as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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56,277,079
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15,699,877
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1,930,913
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36,933,441
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Proposal 4, the ratification of PricewaterhouseCoopers LLP as the Companys independent
auditors for the 2007 fiscal year, was approved as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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109,154,262
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1,537,374
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149,673
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0
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