Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 30, 2020, Bionano Genomics, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). As of May 15, 2020, the record date for the Annual
Meeting (the “Record Date”), 68,746,070 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
A total of 49,346,357 shares of the Company’s common stock were present at the Annual Meeting in person or by proxy, which represents approximately 71.8% of the shares of the
Company’s common stock outstanding as of the Record Date.
Proposal 1. Reverse Stock Split
The Company’s stockholders did not approve a series of alternate amendments to the Company’s Amended and Restated Certificate of Incorporation, to effect, at the discretion of the Company’s
Board of Directors (the “Board”): (i) a reverse split of the Company’s common stock, whereby each outstanding 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 or 20 shares of common stock would be combined and converted into one share of common stock; and
(ii) for reverse splits in the range of 1-for-10 to 1-for-20, a reduction in the number of authorized shares of common stock from 200,000,000 to 40,000,000, 36,363,636, 33,333,334, 30,769,230, 28,571,428, 26,666,667, 25,000,000, 23,529,412,
22,222,222, 21,052,632 and 20,000,000 shares, respectively. The final voting results are as follows:
Votes For
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Votes Against
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Abstentions
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33,044,052
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15,841,029
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461,276
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Proposal 2. Amendment to the Company’s 2018 Equity Incentive Plan.
The Company’s stockholders approved the amendment to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), to, among other things, increase the number of shares of the Company’s common
stock authorized for issuance under the 2018 Plan by 4,658,803 shares. The final voting results were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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16,970,525
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9,516,751
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457,269
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22,401,812
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Proposal 3. Election of Directors.
The Company’s stockholders elected the three persons listed below as Class II Directors, each to serve until the Company’s 2023 Annual Meeting of Stockholders and until their
successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:
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Name
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Votes For
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Votes Withheld
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Broker Non-
Votes
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Albert Luderer, Ph.D.
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24,607,295
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2,337,250
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22,401,812
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Kristiina Vuori, M.D., Ph.D.
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24,939,883
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2,004,662
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22,401,812
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Hannah Mamuszka
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25,201,268
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1,743,277
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22,401,812
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Proposal 4. Ratification of the Selection of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the selection of BDO USA, LLP by the Audit Committee of the Board as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2020. The final voting results are as follows:
Votes For
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Votes Against
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Abstentions
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45,634,417
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1,669,045
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2,042,895
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