Item 5.07 Submission of Matters to a Vote of Security Holders.
Organovo Holdings, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on September 5, 2019. Of the 130,279,463 shares of the Company’s Common Stock outstanding as of July 8, 2019 (the “Record Date”), 98,580,175 shares, or 75.67%, were represented at the Annual Meeting either in person or by proxy, which total constituted a quorum of the issued and outstanding shares as of the Record Date .
A description of each proposal voted upon at the Annual Meeting is described in detail in the Company’s Proxy Statement. The number of votes cast “For” and “Withheld” and “Against” and the number of “Abstentions” and “Broker Non-Votes” with respect to each proposal voted upon are set forth below.
(1)Election of Directors. The Company’s stockholders elected Taylor Crouch and Mark Kessel, as Class II directors, with the approval of 93.77_% and 93.78%, of the votes cast, respectively, to hold office until the 2022 Annual Meeting of Stockholders and until their successors are elected and qualified. The following table shows the tabulation of the votes cast “For” and “Withheld” for each of Taylor Crouch and Mark Kessel as well as the “Broker Non-Votes” submitted for this proposal:
Director
|
|
For
|
|
Withheld
|
|
Broker Non-Votes
|
Taylor Crouch
|
|
40,194,745
|
|
2,672,569
|
|
55,712,861
|
Mark Kessel
|
|
40,199,856
|
|
2,667,458
|
|
55,712,861
|
(2)Ratification of Auditors. The Company’s stockholders ratified the appointment of Mayer Hoffman McCann P.C., with the approval of 98.15% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2020. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” submitted for this proposal:
For
|
|
Against
|
|
Abstentions
|
95,572,780
|
|
1,801,000
|
|
1,206,394
|
(3)Advisory Vote on Executive Compensation. The Company’s stockholders, on a non-binding, advisory basis, approved the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, with the approval of 65.17% of the votes cast. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” and “Broker-Non-Votes” submitted for this proposal:
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
27,665,468
|
|
14,781,993
|
|
419,853
|
|
55,712,861
|
(4)Advisory Vote on Frequency of Executive Compensation. The Company’s stockholders, on a non-binding, advisory basis, approved the frequency of the advisory vote on the Company’s executive compensation of one year, with the approval of 95.13% of the votes cast. The following table shows the tabulation of the votes cast for each frequency as well as the “Abstentions” and “Broker-Non-Votes” submitted for this proposal:
One Year
|
|
Two Years
|
|
Three Years
|
|
Abstentions
|
|
Broker Non-Votes
|
40,549,283
|
|
313,766
|
|
1,759,240
|
|
0
|
|
55,957,886
|
(5)Approval of Reverse Stock Split. The Company’s stockholders approved the authorization of Company’ Board of Directors, in its discretion but in no event later than the date of the 2020 Annual Meeting of Stockholders, to amend the Company’s Certificate of Incorporation, as previously amended, to effect a reverse stock split of the Company’s common stock, at a ratio in the range of 1-for-5 to 1-for-20, such ratio to be determined by the Board of Directors and included in a public announcement, with the approval of 64.83% of the Company’s outstanding Common Stock as of the Record Date. The following table shows the tabulation of the votes cast “For” and “Against” this proposal as well as the “Abstentions” submitted for this proposal:
For
|
|
Against
|
|
Abstentions
|
84,455,125
|
|
12,025,380
|
|
2,099,670
|
No other items were presented for stockholder approval at the Annual Meeting.