Item 5.07. Submission of Matters to a Vote of Security Holders
Opiant Pharmaceuticals, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") virtually on June 15, 2021. At the Annual Meeting, the following matters were submitted to a vote of stockholders:
1. The proposal to elect Craig Collard, Richard Daly and Dr. Michael Sinclair as Class I directors to serve until the 2024 annual meeting of stockholders, or until his successor is duly elected and qualified;
2. The proposal to approve the issuance of greater than 20% of the Company’s Common Stock, as required by and in accordance with Nasdaq Capital Market Rule 5635(d), which will be the issuance of up to an aggregate of 1,272,913 of the Company’s Common Stock;
3. The proposal to ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021; and
4. An advisory vote on the Company’s executive compensation.
At the close of business on April 16, 2021, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 4,330,594 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 2,735,019 shares of the Company’s Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.
The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
Proposal No. 1 - Election of Directors
The following nominees were elected to serve as Class I directors for a term that will continue until the 2024 annual meeting of stockholders or until his successor has been duly elected and qualified. The number of votes cast for and against and the number of abstentions and broker non-votes for the nominee were as follows:
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Nominees
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For
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Withheld
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Broker Non-Votes
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Craig Collard
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1,487,714
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174,513
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1,072,792
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Richard Daly
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1,485,947
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176,280
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1,072,792
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Dr. Michael Sinclair
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1,491,329
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170,898
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1,072,792
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Proposal No. 2 - Approval of Issuance of Greater Than 20% of the Company’s Common Stock
The vote with respect to the approval of the issuance of greater than 20% of the Company’s Common Stock, as required by and in accordance with Nasdaq Capital Market Rule 5635(d), was as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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1,389,304
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262,303
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10,620
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1,072,792
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Proposal No. 3 - Ratification of the appointment of MaloneBailey, LLP for the fiscal year ended December 31, 2021
The vote with respect to the approval of the ratification of the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021, was as follows:
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For
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Against
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Abstain
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2,532,081
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194,373
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8,565
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Proposal No. 4 - Advisory Vote on Executive Compensation
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement. The number of votes cast for and against and the number of abstentions and broker non-votes were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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1,416,108
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229,082
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17,037
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1,072,792
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