PROTOKINETIX, INC. : Change of directors or principal officers, modifications of the articles of association or regulations; Change of Fiscal Year, Submission of Matters for Security Holder Voting, Disclosure of FD Rules, Other Events, Financial Statements and Exhibits (Form 8-K)
Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain executives.
See item 5.07 for information regarding the election of directors at the annual meeting of shareholders of the company on
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of fiscal year.
See Section 5.07 for more information regarding the approval of amended and restated articles at the annual meeting of shareholders of the Corporation on
Section 5.07 Submission of Matters to a Vote of Securityholders.
The Company has convened its virtual annual meeting of shareholders (the “Annual Meeting of Shareholders”) on
At the annual meeting of shareholders, five proposals were submitted for shareholder approval, as set out in the definitive proxy statement filed with the
At the Meeting, shareholders approved five of the five proposals submitted. Votes on the proposals were cast as shown below:
1. Proposal No. 1 - Election of directors. The stockholders elected the director nominees presented to the stockholders:Clarence Smith andEdward McDonough to serve one-year terms as directors until successors are elected and qualified. Shares Name FOR WITHHOLD Authority To Vote Broker Non-Vote Clarence Smith 185,055,809 890,242 10,704,328 Edward McDonough 183,903,604 2,042,447 10,704,328 2. Proposal No. 2 - Approval to amend and restate the Company's Articles of Incorporation. The stockholders approved the amendment and restatement of the Articles of Incorporation to increase the total number of authorized shares of common stock in the Company from 400,000,000 to 500,000,000. The stockholders also approved additional provisions to the Articles of Incorporation addressing officer and director liability, conflicting interest transactions, and director and officer indemnification. Shares Shares FOR AGAINST ABSTAIN Broker Non-Vote 184,335,129 1,583,019 27,903 10,704,328 3. Proposal No. 3 - Approval of the Executive Compensation Plan. The stockholders approved the Company's Executive Compensation Plan for the named executive officers and the accompanying narrative disclosures. Shares Shares FOR AGAINST ABSTAIN Broker Non-Vote 181,224,448 1,522,342 3,199,261 10,704,328 4. Proposal No. 4 - Advisory vote frequency regarding executive compensation. The stockholders voted for the Company to conduct advisory votes on executive compensation every three years. Every THREE Years Every TWO Years Every ONE Year Abstain Broker Non-Vote 175,276,604 2,231,600 4,993,301 3,444,546 10,704,328 5. Proposal No. 5 - Approval of Auditor. The stockholders ratified and approved the appointment ofDavidson & Company LLP as the Company's independent registered accounting firm for the 2022 fiscal year. Shares Shares FOR AGAINST ABSTAIN 195,432,709 1,215,202 2,468
Section 7.01 Disclosure of FD Rules.
For a recording of the annual shareholder meeting that includes comments from directors, officers, consultants and employees of the company, please see: www.virtualshareholdermeeting.com/PKTX2022.
Item 8.01 Other Events.
For a copy of the presentations made by certain consultants and employees of the Company at the Annual General Meeting of Shareholders, please see the Definitive Supplementary Materials filed with the
Item 9.01 Financial statements and supporting documents
(d) Exhibits Exhibit Number Description 3.1 Amended and Restated Articles of Incorporation as approved by the Board of Directors onDecember 20, 2021 and the stockholders onFebruary 11, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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