Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 7, 2020, the Company reconvened the Special Meeting of Stockholders that was originally held on March 26, 2020 (the “Special Meeting”) and adjourned until April 7, 2020. The purpose of the Special Meeting is described in Organovo’s definitive proxy statement/prospectus/information statement as filed with the SEC on February 24, 2020 (the “Definitive Proxy Statement”) relating to the pending merger (the “Merger”) with Tarveda Therapeutics, Inc. (“Tarveda”), which the Company first mailed to its stockholders on or about February 26, 2020.
Organovo Proposal Nos. 2, 3 and 5, as described in the Definitive Proxy Statement, were approved at the Special Meeting on March 26, 2020 and the polls were closed with respect to such proposals, as described in the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2020. To allow additional time for stockholders to vote on Organovo Proposal Nos. 1 and 4, as set forth in the Definitive Proxy Statement, Organovo adjourned the Special Meeting with respect to such proposals until 10:00 a.m. Pacific Time, on April 7, 2020 after which the Special Meeting was finally adjourned on April 7, 2020.
Of the 130,497,563 shares of the Company’s common stock outstanding as of February 14, 2020 (the “Record Date”), 99,069,635 shares, or 75.91%, were represented at the Special Meeting either in person or by proxy, which total constituted a quorum of the issued and outstanding shares as of the Record Date.
The number of votes cast “For” and “Against” and the number of “Abstentions” and “Broker Non-Votes” with respect to Organovo Proposal Nos. 1 and 4 are set forth below.
Proposal One: Issuance of Organovo Common Stock in the Merger
Stockholders did not approve the issuance of shares of Organovo common stock in the Merger to the Tarveda securityholders in accordance with the terms of the Merger Agreement. The voting results were as follows:
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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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23,427,937
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40,271,580
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396,572
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34,973,546
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Proposal Four: Approval of the Combined Organization 2020 Equity Incentive Plan
Stockholders did not vote to approve the adoption of the Combined Organization 2020 Equity Incentive Plan. The voting results were as follows:
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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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9,630,424
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53,646,035
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819,630
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34,973,546
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