Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 28, 2022, PharmaCyte Biotech, Inc. (the “Company”)
held its 2022 annual meeting of stockholders (the “Annual Meeting”) via live webcast. At the Annual Meeting, 13,474,962 shares
of common stock, or approximately 69.0% of the outstanding shares of common stock entitled to vote, were represented by proxy or in person,
representing a quorum.
At the Annual Meeting, the stockholders of the Company voted as set
forth below on seven proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on November 25, 2022. The final voting results for each matter submitted to a vote of the Company’s
stockholders are as follows:
Proposal 1. Election of Directors.
The election of five directors, each to hold office until the 2023
annual meeting of stockholders or until their respective successor is elected and qualified.
Nominee |
For |
Withheld |
Broker Non-Votes |
Joshua N. Silverman |
7,462,403 |
352,070 |
5,660,489 |
Jonathan L. Schechter |
7,475,332 |
339,141 |
5,660,489 |
Michael M. Abecassis |
7,381,147 |
433,326 |
5,660,489 |
Robert Weinstein |
7,443,492 |
370,981 |
5,660,489 |
Wayne R. Walker |
7,421,985 |
392,488 |
5,660,489 |
Proposal 2. Approval of PharmaCyte Biotech, Inc. 2022 Equity Incentive
Plan
The approval of the PharmaCyte Biotech, Inc. 2022 Equity Incentive
Plan.
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
6,532,612 |
|
1,162,890 |
|
118,971 |
|
5,660,489 |
Proposal 3. Approval of Reverse Stock Split.
The approval of an amendment to the Company’s Articles of Incorporation,
as amended (the “Charter”) to effect a reverse stock split of the Company’s common stock at a ratio of one new share
for every five to twenty shares outstanding.
For |
|
Against |
|
Abstain |
11,385,563 |
|
2,067,045 |
|
22,354 |
The approval of Proposal 3 allows the Company’s board of directors
(the “Board”) to effect one reverse stock split, to become effective at a time and at a ratio (within the approved range)
to be designated by the Board in its sole discretion. The Board reserves the right not to effect the reverse stock split if the Board
does not deem it to be in the best interests of the Company and its stockholders. The Board’s decision as to whether and when to
effect the reverse stock split will be based on a number of factors, including market conditions and existing and expected trading prices
for the Company’s common stock.
Proposal 4. Approval of the Increase of Authorized Shares of Common
Stock
The approval of an amendment to the Charter to increase the total number
of authorized shares of common stock from 33,333,334 to 133,333,334.
For |
|
Against |
|
Abstain |
11,020,851 |
|
2,399,825 |
|
54,286 |
The approval of Proposal 4 authorizes the Company to file an amendment
to its Charter to increase its authorized shares of common stock to 133,333,334. The Board reserves the right not to effect the increase
in authorized shares if the Board does not deem it to be in the best interests of the Company and its stockholders. The Board’s
decision as to whether and when to effect the reverse stock split will be based on a number of factors, including whether it decides to
effect the reverse stock split approved by Proposal 3.
Proposal 5. Ratification of Selection of Independent Registered
Public Accounting Firm.
The ratification of the selection by the audit committee of the Board
of Armanino LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, 2023.
For |
|
Against |
|
Abstain |
13,124,245 |
|
256,083 |
|
94,634 |
Proposal 6. Approval of Executive Compensation.
The approval, on a non-binding advisory basis, of the compensation
of the Company’s named executive officers.
For |
|
Against |
|
Abstain |
|
Non-Votes |
|
Broker Non-Votes |
|
6,554,590 |
|
720,564 |
|
529,347 |
|
9,972 |
|
5,660,489 |
|
|
|
|
|
|
|
|
|
|
|
|
Proposal 7. Approval of Frequency of Future Votes to Approve Executive
Compensation
The approval, on a non-binding advisory basis, of the frequency of
future advisory votes to approve the compensation of the Company’s named executive officers.
Every Year |
|
Every Two Years |
|
Every Three Years |
|
Abstain |
|
Broker Non-Votes |
7,493,683 |
|
72,255 |
|
134,022 |
|
114,513 |
|
5,660,489 |
In accordance with Item 5.07(d) of Form 8-K, the Company will disclose
the Company’s decision on the frequency of future advisory stockholder votes on the compensation of the Company’s named executive
officers in an amendment to this Current Report on Form 8-K to be filed within 150 days of the Annual Meeting.