Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)The Company held its annual general meeting of shareholders (the “2023
Meeting”) virtually on May 17, 2023.
(b)The following proposals were voted upon at the 2023 Meeting and the final
voting results with respect to each such proposal are set forth below:
Proposal 1: Based upon the following votes, the shareholders elected Dr. George
Milne, Mr. Peter Greenleaf, Dr. David R.W. Jayne, Mr. Joseph P. Hagan, Dr.
Daniel Billen, Mr. R. Hector MacKay-Dunn, Ms. Jill Leversage, and Dr. Brinda
Balakrishnan to serve as members of the Company’s board of directors until the
annual general meeting of shareholders to be held in 2024.
Nominee For Withheld Broker Non-Votes
Dr. George Milne 33,353,826 36,937,244 20,017,735
Mr. Peter Greenleaf 42,236,274 28,054,796 20,017,735
Dr. David R.W. Jayne 43,010,758 27,280,312 20,017,735
Mr. Joseph P. Hagan 33,521,086 36,769,984 20,017,735
Dr. Daniel Billen 43,311,724 26,979,346 20,017,735
Mr. R. Hector MacKay-Dunn 40,459,283 29,831,787 20,017,735
Ms. Jill Leversage 43,920,170 26,370,900 20,017,735
Dr. Brinda Balakrishnan 43,997,296 26,293,774 20,017,735
Two directors, Dr. George Milne and Mr. Joseph P. Hagan, while elected under
applicable corporate law, received less than majority support and have submitted
their resignations for consideration by the Board, pursuant to the Company’s
Majority Voting Policy. In accordance with the policy, the Board intends to act
expeditiously in respect to the submitted resignations to ensure an orderly
transition.
Proposal 2: Based upon the following votes, the shareholders approved the
appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants,
as the Company’s independent registered public accounting firm until the annual
general meeting of shareholders to be held in 2024 or until a successor is
appointed.
For Against Abstain
79,858,809 6,862,608 3,587,387
Proposal 3: Based upon the following votes, the shareholders did not approve on
a non-binding advisory basis, a “say on pay” resolution regarding the Company’s
executive compensation.
For Against Abstain Broker Non-Votes
26,853,822 42,750,367 686,879 20,017,737
Proposal 4: Based upon the following votes, the shareholders did not approve the
Company’s Amendment to the Equity Incentive Plan.
For Against Abstain Broker Non-Votes
30,713,001 39,152,897 425,172 20,017,735
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
Cover Page Interactive Data File (the cover page XBRL tags are embedded within
104 the Inline XBRL document)
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