Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
Glowpoint, Inc., a Delaware corporation (the “
Company
”), held its 2018 Annual Meeting of Stockholders on May 31, 2018 (the “
Annual Meeting
”). At the Annual Meeting, as further discussed below under Item 5.07 of this Current Report, the Company’s stockholders approved an amendment (the “
Amendment
”) to the Glowpoint, Inc. 2014 Equity Incentive Plan (the “
2014 Plan
”) to (i) increase the maximum aggregate number of shares of the Company’s Common Stock, par value $0.0001 per share (“
Common Stock
”), that may be issued pursuant to all awards under the 2014 Plan to 7,400,000 shares from 4,400,000 shares; (ii) allow for the tax withholding of shares up to the maximum statutory withholding requirements upon any exercise, vesting or payment of any award; and (iii) allow for the distribution of treasury shares for the grant of awards under the 2014 Plan. The Company’s Board of Directors had previously approved the Amendment on April 12, 2018, subject to stockholder approval.
The principal terms of the 2014 Plan, as amended by the Amendment, are described in the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 23, 2018, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
As discussed above, the Company held its Annual Meeting on May 31, 2018. Of the 46,484,978 shares of the Company’s Common Stock issued and outstanding as of April 16, 2018 (the “
Record Date
”), 35,729,383 shares of Common Stock (approximately 77%) were present or represented by proxy at the Annual Meeting. In addition, as of the Record Date the Company had issued and outstanding (i) 31.6 shares of the Company’s Series A-2 Convertible Preferred Stock, par value $0.0001 per share (“
Series A-2 Preferred Stock
”), with each share entitled to vote on an as converted basis based upon a conversion price of $2.16 per share, resulting in an aggregate of 109,722 as-converted shares of Common Stock for voting purposes; (ii) 375 shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share (“
Series B Preferred Stock
”), with each share entitled to vote on an as converted basis based upon a conversion price of $0.28 per share, resulting in an aggregate of 1,339,286 as-converted shares of Common Stock for voting purposes; and (iii) 1,275 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (“
Series C Preferred Stock
” and, together with the Series A-2 Preferred Stock and the Series B Preferred Stock, the “
Preferred Stock
”), with each share entitled to vote on an as converted basis based upon a conversion price of $0.33 per share, resulting in an aggregate of 3,863,636 as-converted shares of Common Stock for voting purposes. Of the foregoing shares of Preferred Stock, no shares of Series A-2 Preferred Stock, no shares of Series B Preferred Stock, and 400 shares of Series C Preferred Stock (approximately 31%) were present or represented by proxy at the Annual Meeting. Giving effect to the Preferred Stock on an as-converted basis, there were 36,941,504 shares (approximately 71%) of Common Stock present, in person or by proxy, at the Annual Meeting.
The proposals listed below were submitted to a vote of the Company’s stockholders at the Annual Meeting. Each of the proposals was approved by the Company’s stockholders pursuant to the voting results set forth below, which give effect to votes cast, in person or by proxy, by holders of Preferred Stock on an as-converted basis.
1. Election of the following persons to the Board of Directors of the Company to serve until the Company’s next annual meeting of stockholders, or until their respective successors are duly elected and qualified:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
|
Kenneth Archer
|
21,331,572
|
2,892,957
|
12,716,575
|
David Giangano
|
21,337,683
|
2,886,846
|
12,716,575
|
Peter Holst
|
21,337,369
|
2,887,160
|
12,716,575
|
Patrick J. Lombardi
|
21,337,683
|
2,886,846
|
12,716,575
|
James S. Lusk
|
22,839,749
|
1,384,780
|
12,716,575
|
2. Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Votes
|
36,831,797
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87,674
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21,633
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0
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3. Approval of an amendment to the Glowpoint, Inc. 2014 Equity Incentive Plan to (a) increase the shares reserved for issuance thereunder, (b) allow for the tax withholding of shares up to the maximum statutory withholding requirements upon any exercise, vesting or payment of any award and (c) allow for the distribution of treasury shares for the grant of awards under the plan:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Votes
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21,397,901
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2,776,404
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50,224
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12,716,575
|
4. Approval, on an advisory and non-binding basis, of the Company’s executive compensation as described in the proxy statement for the Annual Meeting:
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Votes
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21,408,460
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2,788,959
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27,110
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12,716,575
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