Item 5.07 Submission of Matters to a Vote of Security Holders.
On
May 21, 2021, Anixa Biosciences, Inc. (the “Company”) completed its 2021 annual meeting of stockholders (the “Annual
Meeting”). The number of shares of stock entitled to vote at the Annual Meeting was 31,431,200 shares of common stock (the “Voting
Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 19,134,552 shares.
At the Annual Meeting, the Company’s stockholders (i) re-elected Dr. Amit Kumar, Dr. Arnold Baskies, Emily Gottschalk, and Lewis
H. Titterton, Jr. as directors, (ii) approved, on a non-binding, advisory basis, the Company’s executive compensation, (iii) ratified
the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending
October 31, 2021, (iv) did not approve an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate
of Incorporation”), to include a provision designating the state and federal courts of the State of Delaware, respectively, as
the exclusive forums in which certain claims may be brought against the Company notwithstanding that 88% of the stockholders that voted
on this proposal voted to approve this proposal because there was an insufficient number of votes cast in favor of this proposal and,
(v) did not approve an amendment to the Company’s Certificate of Incorporation, to include a provision eliminating director liability
for monetary damages notwithstanding that 88% of the stockholders that voted on this proposal voted to approve this proposal because
there was an insufficient number of votes cast in favor of this proposal. The following is a tabulation of the voting on the proposals
presented at the Annual Meeting:
Proposal
No. 1 – Election of directors
Dr.
Amit Kumar, Dr. Arnold Baskies, Emily Gottschalk, and Lewis H. Titterton, Jr. were each re-elected to serve until the 2022 annual meeting
of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results
were as follows:
Nominee
|
|
Shares Voted For
|
|
Shares Withheld
|
|
Broker Non-Vote
|
Dr. Amit Kumar
|
|
9,720,841
|
|
143,273
|
|
9,270,438
|
Dr. Arnold Baskies
|
|
9,780,465
|
|
83,649
|
|
9,270,438
|
Emily Gottschalk
|
|
9,563,565
|
|
300,549
|
|
9,270,438
|
Lewis H. Titterton, Jr.
|
|
9,779,419
|
|
84,695
|
|
9,270,438
|
Proposal
No. 2 – Approval, by non-binding advisory vote, of the Company’s executive compensation
The
Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows:
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
8,030,320
|
|
1,668,104
|
|
165,690
|
|
9,270,438
|
Proposal
No. 3 – Ratification of the appointment of independent registered public accounting firm
The
appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending
October 31, 2021 was ratified. The voting results were as follows:
Shares
Voted For
|
|
Shares
Voted Against
|
|
Shares
Abstaining
|
|
Broker
Non-Vote
|
18,825,574
|
|
68,792
|
|
240,186
|
|
-
|
Proposal
No. 4 – Addition of a forum selection clause to the Company’s Articles of Incorporation
The
amendment to the Certificate of Incorporation to include a provision to designate the state and federal courts of the State of Delaware,
respectively, as the exclusive forums in which certain claims may be brought against the Company was not approved. This proposal was
not approved because the Company needed to receive the affirmative vote of a majority of the outstanding shares of common stock entitled
to vote on this matter (or 15,715,601 shares) to have the matter approved. The voting results were as follows:
Shares
Voted For
|
|
Shares
Voted Against
|
|
Shares
Abstaining
|
|
Broker
Non-Vote
|
8,691,333
|
|
1,140,017
|
|
32,764
|
|
9,270,438
|
Proposal
No. 5 – Elimination of director liability for monetary damages
The
amendment to the Certificate of Incorporation to include a provision eliminating director liability for monetary damages was not approved.
This proposal was not approved because the Company needed to receive the affirmative vote of a majority of the outstanding shares of
common stock entitled to vote on this matter (or 15,715,601 shares) to have the matter approved. The voting results were as follows:
Shares
Voted For
|
|
Shares
Voted Against
|
|
Shares
Abstaining
|
|
Broker
Non-Vote
|
8,639,778
|
|
1,167,887
|
|
56,449
|
|
9,270,438
|