ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
As disclosed under Item 5.07 of this Current Report on Form 8-K, on May 5, 2021, the stockholders of Revance Therapeutics, Inc. (the “Company”) voted at the 2021 annual meeting of stockholders (the “Annual Meeting”) to approve an amendment to the Company's Amended and Restated Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of our common stock from 95,000,000 to 190,000,000 shares. Subsequent to such approval, on May 6, 2021, the Company filed the Amendment with the Secretary of State of the State of Delaware.
The foregoing summary of the Amendment is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting held on May 5, 2021, the stockholders voted on the four proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting (the “2021 Proxy Statement”), filed with the Securities and Exchange Commission on March 24, 2021. The results of the matters voted upon at the meeting were:
1.Each of the Class I nominees of the Company’s Board of Directors (the “Board”) were elected to hold office until the Company’s 2024 annual meeting of stockholders, as follows: Angus C. Russell: 36,400,192 shares of common stock voted for and 11,173,790 shares of common stock withheld; Julian S. Gangolli: 40,560,548 shares of common stock voted for and 7,013,434 shares of common stock withheld, and Olivia C. Ware: 46,430,544 shares of common stock voted for and 1,143,438 shares of common stock withheld. There were a total of 9,067,787 broker non-votes for the election of the Class I nominees. The terms of office of the Class II directors, Mark J. Foley, Chris Nolet and Philip J. Vickers, Ph.D., continue until the Company’s 2022 annual meeting of stockholders. The terms of office of the Class III directors, Jill Beraud, Carey O’Connor Kolaja and Aubrey Rankin, continue until the Company’s 2023 annual meeting of stockholders.
2.The stockholders ratified the selection by the Audit Committee of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2021, as follows: 56,307,449 shares of common stock voted for, 191,632 shares of common stock voted against, 142,688 shares of common stock abstaining and no broker non-votes.
3.The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the 2021 Proxy Statement, as follows: 39,936,027 shares of common stock voted for, 7,513,255 shares of common stock voted against, 124,700 shares of common stock abstaining and 9,067,787 broker non-votes.
4.The stockholders approved the Amendment to increase the number of authorized shares of our common stock from 95,000,000 to 190,000,000 shares, as follows: 49,844,382 shares of common stock voted for, 6,463,206 shares of common stock voted against, 334,181 shares of common stock abstaining and no broker non-votes.