| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At a special meeting of stockholders (the “Special Meeting”) of Allena Pharmaceuticals, Inc. (the “Company”) held on August 4, 2022, the following proposals were submitted to the stockholders of the Company:
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| Proposal 1: |
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Approval of an amendment to our amended and restated certificate of incorporation, as amended, in the form attached to the Company’s Proxy Statement for the Special Meeting filed with the SEC on May 24, 2022 (the “Proxy Statement”) as Appendix A, to, at the discretion of the Board, effect a reverse stock split with respect to our issued and outstanding Common Stock, par value $0.001 per share, including any Common Stock held by the Company as treasury shares, at any time prior to December 31, 2022, at a ratio of 1-for-10 to 1-for-100 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board without further approval or authorization of our stockholders and included in a public announcement. |
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| Proposal 2: |
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To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. |
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| Proposal 3: |
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To consider and vote upon an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1. |
For more information about the foregoing proposals, see the Proxy Statement. At the Special Meeting, there were, represented in person or by proxy, shares of common stock and Series F Non-Convertible Preferred Stock representing 8,053,941,947 votes, or approximately 99.34% of the voting power on the record date, constituting a quorum. As previously described in the Proxy Statement, each share of Series F Non-Convertible Preferred Stock is entitled to 80,000,000 votes per share with respect to Proposal 1 and Proposal 3, and no other voting rights except as required by law or as set forth in the Certificate of Designation. The number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:
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| Proposal 1: |
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Amendment to Amended and Restated Certificate of Incorporation |
The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock by a ratio of any whole number between 1-for-10 and 1-for-100, at any time prior to December 31, 2022, with the exact ratio to be set within that range at the discretion of the Company’s Board of Directors, without further approval or authorization of its stockholders.
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| Votes For |
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Votes Against |
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Votes Abstaining |
| 6,408,042,492 |
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1,645,402,536 |
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496,918 |
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| Proposal 2: |
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Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm |
The Company’s stockholders ratified Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022.
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| Votes For |
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Votes Against |
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Votes Abstaining |
| 51,165,891 |
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1,845,689 |
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930,366 |
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| Proposal 3: |
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Adjournment of the Special Meeting |
Since there were sufficient votes at the time of the Special Meeting to approve the amendment to the Company’s certificate of incorporation, the proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies was not called for at the Special Meeting.
Timing of Reverse Stock Split
The timing and exact ratio of the reverse stock split will be determined by the Company’s board of directors without further approval or authorization of the Company’s stockholders and included in a public announcement once determined.