Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
As described in Item 5.07 below, at the Vermillion, Inc. (the “Company”) 2018 annual meeting of stockholders held on June 21, 2018 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “Amendment”) to the Vermillion, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”). The Amendment had been previously approved by the Company’s board of directors, subject to stockholder approval.
The Amendment increased the number of shares of Company common stock available for issuance under the 2010 Plan from 8,122,983 shares to 12,122,983 shares.
The 2010 Plan, as amended by the Amendment, is set forth in its entirety as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 21, 2018, the Company held the Annual Meeting.
As of the close of business on the record date for the Annual Meeting, there were 70,039,338 shares of Company common stock issued and outstanding and entitled to vote. There were
52,
014,710
shares present in person or by proxy at the Annual Meeting, constituting a quorum. The final voting results were as follows:
Proposal 1: Election of Directors
Stockholders elected each of the Company’s five nominees for director, as set forth below:
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|
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NOMINEE
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FOR
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WITHHOLD
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BROKER NON-VOTES
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James S. Burns, D.L.S.
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36,083,780
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690,982
|
15,239,948
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Veronica G.H. Jordan, Ph.D.
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36,198,463
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576,299
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15,239,948
|
James T. LaFrance
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36,086,780
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687,982
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15,239,948
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Valerie B. Palmieri
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36,190,313
|
584,449
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15,239,948
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David R. Schreiber
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36,190,402
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584,360
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15,239,948
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Proposal 2: Issuance Proposal
Stockholders ratified the terms and issuance of the Company’s Series B Convertible Preferred Stock and approved the issuance of such number of shares of Company common stock issuable upon full conversion of the Series B Convertible Preferred Stock, including shares issuable pursuant to customary anti-dilution provisions, as set forth below:
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|
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FOR
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AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
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36,144,944
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622,846
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6,972
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15,239,948
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Proposal 3: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
Stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers
as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 11, 2018, as set forth below:
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FOR
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AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
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36,085,515
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675,072
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14,175
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15,239,948
|
Proposal 4: Approval of the Amendment
Stockholders approved the Amendment, as set forth below:
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FOR
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AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
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31,959,429
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4,782,081
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33,252
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15,239,948
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Proposal 5: Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm
Stockholders ratified the selection of BDO USA, LLP as the Company’s independent registered public accounting firm
for the year ending December 31, 2018, as set forth below:
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|
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FOR
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AGAINST
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ABSTENTIONS
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BROKER NON-VOTES
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50,905,868
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1,085,972
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22,870
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0
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