Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Pursuant to the Merger Agreement, upon consummation of the Merger on April 18, 2019, the certificate of incorporation and the bylaws of the Company were
each amended and restated in their entirety as set forth as Exhibits 3.1 and 3.2 hereto, respectively, and Exhibits 3.1 and 3.2 are incorporated by reference into this Item 5.03.
The disclosure set forth in Item 2.01 is incorporated by reference into this Item 5.03.
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On April 18, 2019, the Company held a special meeting of stockholders (the Special Meeting) to consider certain proposals related to the
Merger Agreement and the Merger.
As of March 7, 2019, the record date for the Special Meeting, there were (i) 29,340,787 shares of Company Common
Stock outstanding, and (ii) 95,500 shares of Series A Convertible Preferred Stock and 54,500 shares of Series A Exchangeable Preferred Stock outstanding, containing voting rights equivalent to a total of 5,319,149 shares of Company Common Stock.
Therefore, an aggregate of 34,659,936 votes were eligible to be cast at the Special Meeting.
A brief description of each matter voted upon at the Special
Meeting and the number of votes cast for and against, as well as the number of abstentions and broker
non-votes,
where applicable, are set forth below.
1. To adopt the Merger Agreement.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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24,699,833
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965,973
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3,896
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0
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The Merger Agreement was also approved and adopted by the affirmative vote of (i) 95,500 shares
of Series A Convertible Preferred Stock and (ii) 54,500 shares of Series A Exchangeable Preferred Stock, which represented 100% of each such series of preferred stock.
This proposal was approved by the requisite vote of the Companys stockholders.
2. To approve a
non-binding
advisory proposal to approve the golden parachute compensation payable to the
Companys named executive officers in connection with the Merger.
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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23,370,213
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1,579,686
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719,803
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0
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This proposal was approved by the requisite vote of the Companys stockholders.
The proposal to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of
the Special Meeting to adopt the Merger Agreement, was not voted upon at the Special Meeting because sufficient votes were received to adopt the Merger Agreement.