Item 5.07.
Submission of Matters to a Vote of Security Holders
At the Special Meeting, the stockholders of the Company voted as set forth below on the following proposals, each of which is described in the Companys definitive proxy statement filed with the Securities and Exchange Commission (the SEC) on November 5, 2018 (the Proxy Statement), as supplemented by the Supplements to the Proxy Statement filed with the SEC on November 19, 2018 and November 30, 2018.
Of the 35,826,429 shares of common stock issued and outstanding and eligible to vote as of the record date of October 26, 2018, a quorum of 30,656,785 shares, or approximately 85.57% of the outstanding shares, were present in person or by proxy.
The final voting results for each matter submitted to a vote at the Special Meeting are as follows:
Proposal 1. Approval of the Merger Agreement and the Transactions Contemplated Thereby
The adoption of the Merger Agreement thereby approving the Merger and the transactions contemplated thereby, including the issuance of the Companys common stock to Millendo stockholders pursuant to the Merger Agreement
.
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
|
Broker Non-Votes
|
|
13,554,457
|
|
5,409,226
|
|
318,466
|
|
11,374,636
|
|
The Company expects the closing of the Merger to take place on or about December 7, 2018, subject to satisfaction of all closing conditions.
Proposal 2. Approval of Reverse Stock Split
The approval of an amendment to the Companys restated certificate of incorporation to effect a reverse stock split of the Companys common stock at a ratio mutually agreed to between the Company and Millendo in the range of one new share for every 5 to 15 shares outstanding (or any number in between)
.
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
|
22,916,536
|
|
7,405,242
|
|
335,007
|
|
The Company anticipates that a reverse stock split at a ratio of 1:15, which was approved by the Companys board of directors following the Special Meeting, will take effect with the start of trading on or about December 7, 2018. See Item 8.01. Other Events below for additional information.
Proposal 3. Approval of the Company Name Change to Millendo Therapeutics, Inc.
The approval of an amendment to the Companys restated certificate of incorporation to change the name of the Company from OvaScience, Inc. to Millendo Therapeutics, Inc.
Votes For
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|
Votes Against
|
|
Votes Abstained
|
|
23,099,854
|
|
7,215,878
|
|
341,053
|
|
Proposal 4. Approval of the Increase in Shares Available for Issuance under the 2012 Plan
The approval of an amendment to the Companys 2012 Stock Incentive Plan, as amended (the 2012 Plan), to increase the total number of shares of the Companys common stock currently available for issuance under the 2012 Plan by 671,000 shares, which number reflects an assumed reverse stock split ratio of 1:10.
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
|
Broker Non-Votes
|
|
12,642,500
|
|
6,319,075
|
|
320,574
|
|
11,374,636
|
|
The Company expects to adjust the amount of the increase in shares available for issuance under the 2012 Plan from 671,000 to 447,333 shares to reflect a reverse stock split ratio of 1:15, which was approved by the Companys board of directors following the Special Meeting. See Item 8.01. Other Events below for additional information.
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Proposal 5. Approval of the Golden Parachute Compensation
The approval, on an advisory basis, of the golden parachute compensation that may be paid or become payable to the Companys named executive officers as a result of the Merger.
Votes For
|
|
Votes Against
|
|
Votes Abstained
|
|
Broker Non-Votes
|
|
10,048,971
|
|
8,916,487
|
|
316,691
|
|
11,374,636
|
|
Proposal 6. Approval of the Issuance of Common Stock in the Post-Closing Financing
The approval of the issuance of the Companys common stock in the post-closing financing, as described in the Proxy Statement, in accordance with Nasdaq Listing Rule 5635(a).
Votes For
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Votes Against
|
|
Votes Abstained
|
|
Broker Non-Votes
|
|
13,515,944
|
|
5,447,288
|
|
318,917
|
|
11,374,636
|
|
Proposal 7. Approval of the Possible Adjournment of the Special Meeting
As the Merger Agreement and amendment to the Companys amended and restated certificate of incorporation to effect a reverse stock split were approved, this vote was deemed unnecessary.
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