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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On May 15, 2018, Apricus Biosciences, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter submitted to a vote at the Annual Meeting on May 15, 2018, as well as the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable. For more information about these proposals, please refer to the Company’s proxy statement filed with the Securities and Exchange Commission on April 6, 2018.
The number of shares of common stock entitled to vote at the Annual Meeting was 23,441,080. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 18,351,680. Certain matters submitted to a binding vote of stockholders at the Annual Meeting were approved as described below.
Proposal No. 1: Election of Class II Directors
Richard Pascoe and Sandford Smith were elected to serve as Class II directors. Mr. Pascoe received 4,949,463 votes for and 2,059,649 withheld and Mr. Smith received 5,046,490 votes for and 1,962,622 votes withheld. There were 11,342,568 broker non-votes regarding the election of directors.
Proposal No. 2: Ratify Selection of Auditors
Stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The results of the voting included 14,215,730 votes for, 485,007 votes against and 3,650,943 votes abstained. There were no broker non-votes regarding this proposal.
Proposal No. 3: Conduct an Advisory (Non-Binding) Vote on Executive Compensation
Stockholders approved, on an advisory basis, the executive compensation paid to the Company’s named executive officers. The results of the voting included 4,765,617 votes for, 414,192 votes against and 1,829,303 votes abstained. There were 11,342,568 broker non-votes regarding this proposal.
Proposal No. 4: Amend the Company’s Amended and Restated Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock
Stockholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation (the “Charter Amendment”) to increase the number of authorized shares of common stock from 30,000,000 shares to a total of 60,000,000 shares. The results of the voting included 14,611,256 votes for, 3,615,299 votes against and 125,125 votes abstained. There were no broker non-votes regarding this proposal.