Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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Ionis Pharmaceuticals, Inc. (the “Company”) held its virtual Annual Meeting of Stockholders on June 1,
2023. The stockholders considered six proposals, each of which is described in more detail in the Company’s definitive proxy statement dated April 20, 2023.
Proposal 1: Election of directors to hold office until the 2026
Annual Meeting:
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FOR
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WITHHELD
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BROKER NON-VOTES
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Spencer R. Berthelsen
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91,194,334
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28,917,691
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9,823,268
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Joan E. Herman
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115,174,011
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4,938,014
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9,823,268
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B. Lynne Parshall
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101,641,511
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18,470,514
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9,823,268
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Joseph H. Wender
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88,160,292
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31,951,733
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9,823,268
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The Company’s stockholders elected the foregoing candidates by affirmative votes by a majority of the votes of the shares represented in person or by proxy at the
meeting and entitled to vote in the election of directors.
Proposal 2: Approval, on an advisory basis, of the compensation paid to the Company’s executive officers, including the following resolution:
“RESOLVED, that Ionis’ stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed
in this Proxy Statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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117,265,241
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2,746,636
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100,148
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9,823,268
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The Company’s stockholders approved the foregoing proposal.
Proposal 3:
Approval, on an advisory basis, of the frequency of future advisory votes on executive compensation:
1 YEAR
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2 YEARS
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3 YEARS
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ABSTAIN
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119,423,064
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134,181
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475,080
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79,700
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Based on the results of this vote, and consistent with the recommendation of the Company’s Board of Directors, the Company will hold an advisory vote on executive
compensation on an annual basis until the next required vote on the frequency of holding such an advisory vote, which is required at least once every six years.
Proposal 4:
Approval of an amendment of the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan by 5,500,000 shares to an aggregate of 35,200,000 shares:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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88,929,162
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31,115,758
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67,105
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9,823,268
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The Company’s stockholders approved the foregoing proposal.
Proposal 5:
Ratification of increasing the vesting of future initial stock option and restricted stock unit awards to new non-employee Directors from one year to three years:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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100,409,115
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19,628,971
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73,939
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9,823,268
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The Company’s stockholders approved the foregoing proposal.
Proposal 6: Ratify the Audit Committee’s selection of Ernst &
Young LLP as independent auditors for the 2023 fiscal year:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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127,567,008
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2,276,019
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92,266
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0
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The Company’s stockholders approved the foregoing proposal.