Item 5.07 Submission of Matters to a Vote of Security Holders
.
On June 6, 2019, Rockwell Medical, Inc., a Michigan corporation (the Company), held its 2019 Annual Meeting of Shareholders (the 2019 Annual Meeting). At the 2019 Annual Meeting, the Companys shareholders voted on the following proposals:
Proposal One
: To elect directors:
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For
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Against
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Withheld
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Broker
Non-Votes
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Stuart Paul (Class I Director, Term Expiring 2022)
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30,588,108
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0
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4,541,809
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19,144,904
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Dr. Robin L. Smith (Class III Director, Term Expiring 2021)
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29,601,699
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0
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5,528,218
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19,144,904
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Benjamin Wolin (Class III Director, Term Expiring 2021)
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27,926,577
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0
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7,203,340
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19,144,904
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Proposal Two
: To approve a proposal to amend the Companys Restated Articles of Incorporation to increase the number of authorized shares of the Companys common stock by 50 million shares to 170 million shares. In accordance with the voting results listed below, the amendment to the Companys Restated Articles of Incorporation to set the number of authorized shares of the Companys common stock at 170 million shares has been approved.
For
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Against
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Abstain
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Broker Non-Votes
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38,580,511
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15,035,733
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658,577
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0
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Proposal Three
: To approve a proposal to reincorporate the Company from the State of Michigan to the State of Delaware.
The Company adjourned the meeting with respect to Proposal 3(a) (reincorporation to Delaware while opting out of Delawares controlled-share statute, referred to as Section 203), for the limited purpose of allowing additional time for shareholders to vote on the proposal.
While Proposal 3(a) has exceeded 78% approval of the votes cast, and 65% of the votes cast were in favor of Proposal 3(b) (reincorporation to Delaware without opting out of Section 203), approval of more than 50% of all of the Companys outstanding shares of common stock is necessary for the proposal to be approved. While the votes cast prior to adjournment strongly favored the reincorporation proposals, approximately 23 million shares remained unvoted on these proposals.
Based on the total votes cast prior to adjournment, and in order to simplify the reincorporation proposal, the Board elected to withdraw Proposal 3(b) and adjourn the Annual Meeting until 9:00 a.m. (Eastern Time) on June 25, 2019 for the sole purpose of allowing additional time for shareholders to vote on Proposal 3(a).
Both leading independent proxy advisory firms, Institutional Shareholder Services and Glass Lewis & Co., have recommended in favor of Proposal 3(a).
Proposal Four
:
To approve, on an advisory basis, the compensation of the Companys named executive officers.
For
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Against
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Abstain
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Broker Non-Votes
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20,953,188
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13,312,894
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863,835
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19,144,904
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Proposal Five
:
To ratify Marcum LLP as the Companys independent registered public accounting firm for 2019.
For
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Against
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Abstain
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Broker Non-Votes
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48,254,959
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1,286,735
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4,733,127
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0
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2