On December 16, 2021, the Board of Directors of MEI Pharma, Inc., approved an amendment of the Bylaws to make the universal change from “chairman” to “chair” therein. This summary of the Bylaws is qualified in its entirety by the specific language of the Bylaws which are filed as an Exhibit to this Report.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On December 16, 2021, the Company held its Annual Meeting. There were represented at the Annual Meeting, by proxy, 93,303,972 shares of the Company’s common stock, par value $0.00000002 per share (“Common Stock”), out of a total number of 112,705,170 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following three proposals at the Annual Meeting, casting their votes as described below.
Proposal 1. – Election of Directors.
The following individuals, each of whom was named as a nominee in the Company’s definitive proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a plurality of votes cast to serve a three-year term on the Company’s Board of Directors which will expire at the Company’s annual meeting of stockholders for fiscal year 2025. Information on the vote relating to each director standing for election is set forth below:
Nominee
For
Withheld
Broker Non-
Votes
Charles V. Baltic III
69,627,455
386,324
23,290,193
Nicholas R. Glover
68,905,944
1,107,835
23,290,193
Frederick W. Driscoll
69,788,794
224,985
23,290,193
Proposal 2. – Advisory Vote on Executive Compensation.
Proposal 2 was to adopt an advisory resolution that the compensation paid to the Company’s named executive officers, as disclosed in the proxy materials for the Annual Meeting, be approved in all respects. The proposal was approved.
For
Against
Abstain
Broker Non-
Votes
67,699,171
1,789,964
524,644
23,290,193
Proposal 3. – Ratification of Appointment of Auditors.
Proposal 3 was to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022. The proposal was approved.
For
Against
Abstain
92,510,833
563,009
230,130
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
3.1
Fourth Amended and Restated
By-Laws
of MEI Pharma, Inc. (effective as of December 16, 2021)
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MEI PHARMA, INC.
By:
/s/ Daniel P. Gold
Daniel P. Gold
Chief Executive Officer
Dated: December 17, 2021
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