Item 5.07 Submission of Matters to a Vote of Security Holders.
IntelGenx Technologies Corp. (the "Company" or "IntelGenx") held its Annual Meeting of Shareholders on May 11, 2021 (the "Annual Meeting"), in a virtual-only format, for those who were shareholders of the Company at the close of business on March 19, 2021 (the "Record Date"), pursuant to notice and proxy materials duly communicated to them. As of the Record Date, there were 111,909,532 shares outstanding of the Company's common stock at $0.00001 par value (the "IntelGenx Common Stock"). At the 2021 Annual Meeting, shareholders as of the Record Date holding 73,494,925 shares (65.674%) of the IntelGenx Common Stock were present at the virtual meeting or per proxy. Each such shareholder was entitled to one vote for each share of the IntelGenx Common Stock held on the Record Day.
At the 2021 Annual Meeting, the following matters were submitted to votes of the Company's shareholders:
(i) the election of six directors,
(ii) the ratification of Richter LLP as the Company's independent auditors for the fiscal year ending December 31, 2021,
(iii) the advisory vote on executive compensation,
(iv) the approval and authorization of a strategic investment by ATAI Life Sciences AG, including the creation of a new "Control Person" (as defined in the policies of the TSX Venture Exchange), and
(v) the approval of an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of IntelGenx Common Stock that the Company is authorized to issue from 200,000,000 to 450,000,000.
(i) The following votes were received at the 2021 Annual Meeting from the shareholders for the election of six directors to serve until the 2022 Annual Meeting of Shareholders or until their respective successors are elected or appointed:
Name of Nominee
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For
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Withhold
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Broker Non-Votes
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Horst G. Zerbe, Ph.D.
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51,636,899
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3,171,154
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18,686,872
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J. Bernard Boudreau
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53,334,095
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1,473,958
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18,686,872
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Bernd J. Melchers
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53,639,310
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1,168,743
|
|
18,686,872
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John Marinucci
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53,501,475
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1,306,578
|
|
18,686,872
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Clemens Mayr
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53,419,137
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1,388,916
|
|
18,686,872
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Mark Nawacki
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53,697,014
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1,111,039
|
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18,686,872
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(ii) The following votes were received at the 2021 Annual Meeting from the shareholders to ratify the appointment of Richter LLP as the Company's registered independent auditors for the fiscal year ending December 31, 2021, and such appointment was approved:
For
|
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Against
|
|
Abstain
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Broker
Non-Votes
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72,227,805
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147,712
|
|
1,119,408
|
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0
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(iii) The following votes were received at the 2021 Annual Meeting from the shareholders to approve (on an advisory basis) the compensation of the named executive officers, as disclosed in the proxy statement ("say on pay"), and such compensation was approved:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
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44,413,390
|
|
6,950,992
|
|
3,443,671
|
|
18,686,872
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(iv) The following votes were received at the 2021 Annual Meeting from the shareholders to approve and authorize a strategic investment by ATAI Life Sciences AG, including the creation of a new "Control Person" (as defined in the policies of the TSX Venture Exchange) and such investment was approved:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
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52,944,222
|
|
1,339,604
|
|
524,227
|
|
18,686,872
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(v) The following votes were received at the 2021 Annual Meeting from the shareholders to approve an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of IntelGenx Common Stock that the Company is authorized to issue from 200,000,000 to 450,000,000 and such amendment was approved:
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
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65,854,109
|
|
7,270,105
|
|
370,709
|
|
2
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No other matters were submitted to or voted on by the shareholders.
Further information concerning the matters voted upon at the Annual Meeting, as well as the required approval threshold and the effect of broker non-votes, withheld votes and absentations on each vote, is contained in the Company's proxy statement, dated April 5, 2021, with respect to the 2021 Annual Meeting.
INTELGENX TECHNOLOGIES CORP.
Date: May 12, 2021
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By: /s/ Ingrid Zerbe
Ingrid Zerbe
Corporate Secretary
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