Explanatory Note
This Current Report on Form 8-K is being filed by CytoDyn Inc.
(“CytoDyn” or the “Company”) in order to disclose the final voting
results for the Company’s annual meeting of stockholders (the
“Annual Meeting”) held on November 24, 2021 as provided by
Michael Barbera of First Coast Results, the independent Inspector
of Election for the Annual Meeting (the “Inspector of
Election”).
| ITEM 5.03 |
Amendments to the Articles of Incorporation or Bylaws; Change in
Fiscal Year.
|
As described in more detail under Item 5.07 of this Form
8-K, at the Annual Meeting,
the stockholders of the Company approved an amendment (the
“Amendment”) to the Company’s Amended and Restated Certificate of
Incorporation (as amended, the “Charter”) to increase the total
number of authorized shares of common stock from 800,000,000 to
1,000,000,000. The material terms of the Amendment are summarized
under the heading “Proposal No. 4 — Approval Of Amendment To
Certificate Of Incorporation” in the Company’s definitive proxy
statement, filed with the Securities and Exchange Commission on
October 14, 2021 (the “Proxy Statement”).
The Amendment became effective upon the filing of a Certificate of
Amendment to the Amended and Restated Certificate of Incorporation
(the “Certificate of Amendment”) with the Secretary of State of the
State of Delaware on November 24, 2021. A copy of the
Certificate of Amendment is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
| ITEM 5.07 |
Submission of Matters to a Vote of Security Holders.
|
At the Annual Meeting, the stockholders of the Company voted on the
following proposals, each of which is more fully described in the
Proxy Statement:
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1. |
To elect six (6) directors to serve on the Board of Directors
until the 2022 annual meeting of stockholders, until their
successors are duly elected and qualified or until their earlier
death, resignation or removal;
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2. |
To ratify, on an advisory (non-binding) basis, the selection of
Warren Averett, LLC as our independent registered public accounting
firm for the fiscal year ending May 31, 2022;
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3. |
To approve, on an advisory (non-binding) basis, our named
executive officer compensation; and
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4. |
To approve a proposal to amend the Company’s Certificate of
Incorporation to increase the total number of authorized shares of
common stock from 800,000,000 to 1,000,000,000.
|
On November 24, 2021, the Inspector of Election issued its
final report which certified the final voting results for the
Annual Meeting. Set forth below are the final voting results as
provided by the Inspector of Election.
Each stockholder of record is entitled to one vote per share of
common stock. On September 1, 2021, the record date for the
Annual Meeting (the “Record Date”), there were 651,746,095 votes
underlying the issued and outstanding shares of common stock.
Present at the Annual Meeting in person or by proxy were holders of
common stock representing an aggregate of 491,052,892 votes, or
75.34% of the voting power underlying the issued and outstanding
shares entitled to vote at the Annual Meeting as of the Record
Date, constituting a quorum. Of the shares present at the Annual
Meeting, there were 99,404,642 shares of common stock that were not
voted by stockholders with respect to proposals 1 and 3. Since
these proposals are non-discretionary proposals under the NYSE
rules, brokers could not vote such shares with respect to these
proposals.
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| Company Nominee |
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For |
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Withheld |
|
Scott A. Kelly, M.D.
|
|
308,235,150 |
|
83,413,100 |
|
Nader Z. Pourhassan, Ph.D.
|
|
286,413,228 |
|
105,235,022 |
|
Jordan G. Naydenov
|
|
266,091,088 |
|
125,557,162 |
|
Lishomwa C. Ndhlovu, M.D., Ph.D.
|
|
317,928,888 |
|
73,719,362 |
|
Harish Seethamraju, M.D.
|
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319,659,131 |
|
71,989,119 |
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Tanya Durkee Urbach
|
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316,300,797 |
|
75,347,453 |