Item 5.07 Submission of Matters to a Vote of Security Holders
GI Dynamics, Inc. (the Company) held its annual meeting of stockholders (the Annual Meeting) at the offices of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, MA 02111 on May 24, 2018 ET. Of the Companys 12,333,101 shares of common stock issued and outstanding and eligible to vote as of the record date of March 31, 2018, a
quorum of 9,467,359 shares, or 76.8% of the eligible shares, was present in person or represented by proxy. Each of the matters set forth below is described in detail in the definitive proxy statement filed with the Securities and Exchange
Commission on May 11, 2018 (the Proxy Statement). The following actions were taken at the Annual Meeting:
Proposal 1
To
elect the one Class I director nominee named in the Proxy Statement to serve a three-year term expiring in 2021.
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Name of Director
Elected
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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Juliet Thompson
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9,461,399
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2,060
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3,960
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Proposal 2
For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of 30,000
stock options to purchase 30,000 shares of common stock to Juliet Thompson on the terms set out in the Proxy Statement. This proposal was approved.
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For
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Against
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Abstained
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Broker Non-Vote
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9,413,339
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54,020
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60
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Proposal 3
For the purposes of ASX Listing Rule 7.1A and for all other
purposes, to approve the issue of equity securities up to 10% of the issued capital of the Company (calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A) on the terms and conditions set out in the Proxy Statement. This
proposal was approved.
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For
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Against
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Abstained
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Broker Non-Vote
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9,464,768
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2,591
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60
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Proposal 4
For the purposes of ASX Listing Rule 10.11 and for all other
purposes, to approve, conditional on the approval of Proposal 5, the issue of a convertible note with a face value of US$1.75 million to Crystal Amber Fund Limited, an existing stockholder, on the terms and conditions set out in the Proxy
Statement. This proposal was approved.
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For
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Against
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Abstained
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Broker Non-Vote
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3,606,139*
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6,091
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60
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Proposal 5
For the purposes of ASX Listing Rule 10.11 and for all other
purposes, to approve, conditional on the approval of Proposal 4, the issue of a warrant to Crystal Amber Fund Limited, an existing stockholder, which will entitle Crystal Amber Fund Limited to subscribe for 97,222,200 CHESS Depositary Interests of
the Company (CDIs) (representing 1,944,444 shares of common stock of the Company) on the terms and conditions set out in the Proxy Statement. This proposal was approved.
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For
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Against
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Abstained
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Broker Non-Vote
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3,604,539**
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7,691
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60
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Proposal 6
For the purposes of ASX Listing Rule 10.11 and for all other purposes, to approve Crystal
Amber Fund Limited having the right to convert, should it elect to do so, all amounts outstanding at the relevant time under the US$5,000,000 secured convertible note that was issued to it pursuant to a Note Purchase Agreement dated June 15,
2017 into CDIs of the Company, on the terms and conditions set out in the Proxy Statement. This proposal was approved.
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For
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Against
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Abstained
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Broker Non-Vote
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3,604,539***
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4,191
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3,560
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*
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Of the 9,461,268 votes to approve Proposal 4, 5,855,129 votes were disregarded because the voting shareholder is Crystal Amber Fund Limited, the existing shareholder and counterparty to the convertible note that is the
subject of Proposal 4.
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**
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Of the 9,459,668 votes to approve Proposal 5, 5,855,129 votes were disregarded because the voting shareholder is Crystal Amber Fund Limited, the existing shareholder and counterparty to the warrant that is the subject
of Proposal 5.
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***
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Of the 9,459,668 votes to approve Proposal 6, 5,855,129 votes were disregarded because the voting shareholder is Crystal Amber Fund Limited, the existing shareholder whose right to convert the convertible note is the
subject of Proposal 6.
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