Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2020, Adamas Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below is a brief description of each matter considered and voted upon at the Annual Meeting, together with the final tally of the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, as applicable, including a separate tabulation with respect to each of the three directors. A more complete description of each matter is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 23, 2020.
Proposal No. 1 — Election of Directors
The Company’s stockholders elected the three Class III director nominees to the Company’s Board of Directors to hold office until the 2023 Annual Meeting of Stockholders or until their successors are elected. The vote was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class III Director Nominees
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
Michael F. Bigham
|
|
14,752,489
|
|
1,389,286
|
|
6,192,925
|
John MacPhee
|
|
14,840,704
|
|
1,301,071
|
|
6,192,925
|
David L. Mahoney
|
|
14,744,739
|
|
1,397,036
|
|
6,192,925
|
Proposal No. 2 — Approval, on an advisory basis, of the compensation of the Company’s named executive officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The vote was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
15,036,293
|
|
1,090,721
|
|
14,761
|
|
6,192,925
|
Proposal No. 3 — Indication, on an advisory basis, of the preferred frequency of future advisory vote on the compensation of the Company’s named executive officers
The Company’s stockholders approved, on an advisory basis, the frequency of one year for advisory votes on the compensation of the Company’s named executive officers. The vote was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstain
|
|
Broker Non-Votes
|
15,887,008
|
|
22,045
|
|
225,910
|
|
6,812
|
|
6,192,925
|
Proposal No. 4 — Ratification of the selection of independent registered accounting firm
The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLC as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020. The vote was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
21,848,878
|
|
390,262
|
|
95,560
|
|
—
|
On June 3, 2020, the Board of Directors of the Company determined, in light of and consistent with the vote of the Company’s stockholders as to the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers, to include a stockholder advisory vote on the compensation of the Company’s named executive officers in its annual meeting proxy materials each year until the next advisory vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.