Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2019, Moleculin Biotech, Inc. held its 2018 Annual Meeting of Stockholders (the "Annual Meeting"). As of April 1, 2019, the record date for the Annual Meeting, there were 34,384,030 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 29,360,378 shares, or 85.39%, were present in person or represented by proxy, which constituted a quorum. The holders of shares of our common stock are entitled to one vote for each share held. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Annual Meeting.
Proposal 1. Election of Directors
- The Company's stockholders elected Walter V. Klemp, Robert George, Michael Cannon and John Climaco to serve until the 2020 Annual Meeting of Stockholders, or until their successors are duly elected and qualified.
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Director Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Walter V. Klemp
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14,536,236
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510,012
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14,314,130
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Robert George
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14,136,016
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910,232
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14,314,130
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Michael Cannon
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14,211,456
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834,792
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14,314,130
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John Climaco
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14,183,733
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862,515
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14,314,130
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Proposal 2. Ratify Grant Thornton LLP as Independent Registered Public Accountant -
The Company's stockholders ratified the appointment of Grant Thornton, LLP as the Company's Independent registered public accounting firm for the fiscal year ending December 31, 2019, by the following vote:
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Votes For
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Votes Against
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Abstain
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28,819,643
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99,628
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441,107
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Proposal 3. To Effect a Reverse Stock Split of the Outstanding Shares
- - The Company’s stockholders authorized the Board of Directors, in its sole discretion, prior to the one-year anniversary of the Annual Meeting, to file an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split at one of the following reverse stock split ratios, 1-for-2, 1-for-3, 1-for-4, 1-for-5, 1-for-6 or 1-for-7. As of the date hereof, the Company's Board of Directors has not made any determination on the filing of such amendment. The voting on this proposal is set forth below:
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Votes For
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Votes Against
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Abstain
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22,961,269
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6,241,135
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157,974
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Proposal 4.
To Increase the Number of Authorized Shares of Common Stock
- The Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the total number of authorized shares of common stock from 75,000,000 shares to 100,000,000 shares
The voting on this proposal is set forth below:
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Votes For
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Votes Against
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Abstain
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22,049,538
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6,890,366
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420,474
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Proposal 5. To Issue more than 20% of the Issued and Outstanding Common Stock -
The Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund, LLC.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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13,600,166
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1,142,398
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303,684
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14,314,130
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Proposal 6. To authorize an Adjournment of the Annual Meeting -
To authorize an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 3 or 4.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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13,416,861
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1,563,148
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66,239
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14,314,130
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Adjournment of the Annual Meeting was not necessary or appropriate because there were sufficient votes in favor of Proposal 3 and 4.