Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 14, 2023, MedAvail Holdings, Inc. held its 2023 annual meeting of stockholders. At the annual meeting, there were 80,485,223 shares entitled to vote, and 71,916,642 shares (89.35%) were represented at the annual meeting in person or by proxy, which constituted a quorum under our bylaws.
Our stockholders voted on the following matters:
•The election of three Class III directors to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified;
•An amendment of our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio in the range of not less than 1-for-30 and no greater than 1-for-80, with such ratio to be determined in the discretion of our board of directors or a duly authorized committee thereof; and
•The issuance of 20% or more of the outstanding shares of our common stock at a price less than the Minimum Price as defined by and in accordance with Nasdaq Listing Rule 5635(d) upon the exercise of certain pre-funded warrants and series A warrants issued in a private placement of our securities.
Effective as of May 18, 2023, Baker Tilly US, LLP resigned as our independent registered public accounting firm. As a result, at the annual meeting we did not submit to our stockholders for a vote, the ratification of our earlier appointment of Baker Tilly as our independent registered public accounting firm, as originally set forth as Proposal No. 2 in our proxy statement, and any votes submitted with respect to such ratification were disregarded.
The below summarizes voting results for those matters submitted to our stockholders for action at the annual meeting. Each proposal is described in further detail in the definitive proxy statement for the annual meeting filed by us with the Securities and Exchange Commission on May 1, 2023.
Proposal No. 1 -- Election of Directors
The stockholders elected each of the three persons named below as Class III directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified. Each person received approval by a majority of the voting power of the shares present in person or represented by proxy at the annual meeting, and the results of such vote were:
| | | | | | | | | | | |
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Rob Faulkner | 67,723,192 | 123,009 | 4,070,441 |
| Glen Stettin, M.D. | 60,065,308 | 7,780,893 | 4,070,441 |
| Michael Kramer | 60,276,878 | 7,569,323 | 4,070,441 |
Proposal No. 3 -- Approval of an Amendment of Our Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split of our Common Stock
The stockholders approved an amendment of our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio in the range of not less than 1-for-30 and no greater than 1-for-80, with such ratio to be determined in the discretion of our board of directors or a duly authorized committee thereof. The results of such vote were:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 70,379,218 | 1,352,863 | 184,561 | 0 |
Proposal No. 4 -- Approval of the Issuance of 20% or More of the Outstanding Shares of Our Common Stock
The stockholders approved the issuance of 20% or more of the outstanding shares of our common stock at a price less than the Minimum Price as defined by and in accordance with Nasdaq Listing Rule 5635(d) upon the exercise of certain pre-funded warrants and series A warrants issued in a private placement of our securities. The results of such vote were:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 67,280,132 | 437,614 | 128,455 | 4,070,441 |