Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On September 23, 2022, Kiora Pharmaceuticals, Inc. (the “Company”)
held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders
voted on the following proposals:
(i) the election of Paul Chaney and Brian M. Strem,
Ph.D. as Class I Directors, as nominated by the Company’s board of directors (the “Board”), for a three-year term,
such term to continue until the annual meeting of stockholders in 2025 or until such directors’ successors are duly elected and
qualified or until their earlier resignation or removal;
(ii) the approval, on a non-binding advisory basis,
of the compensation of the Company’s named executive officers as disclosed in the definitive proxy statement filed with respect
to the Annual Meeting;
(iii) the approval of an amendment to the Company’s
Restated Certificate of Incorporation to effect a reverse stock split of the shares of the Company’s Common Stock at a ratio of
not less than 1-for-2 and not greater than 1-for-40, with the exact ratio of, effective time of and decision to implement the reverse
stock split to be determined by the Board (the “Reverse Stock Split”);
(iv) the approval of an amendment to the Company’s
2014 Equity Incentive Plan (the “Plan”) to increase the maximum number of shares authorized for issuance thereunder
by 8,000,000 shares and to increase the maximum shares issuable under the evergreen provision of the Plan; and
(v) the approval of an adjournment of the Annual
Meeting in order to solicit additional proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals
at the time of the Annual Meeting.
The voting results are reported below.
Proposal 1 – Election of Directors
Paul Chaney and Brian M. Strem, Ph.D. were elected as Class I Directors
for a three-year term, such term to continue until the annual meeting of stockholders in 2025 and until such directors’ successors
are duly elected and qualified or until their earlier resignation or removal. Due to the plurality election, votes could only be cast
in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:
Name | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
Paul Chaney | |
| 13,955,847 | | |
| 342,185 | | |
| 8,645,439 | |
Brian M. Strem, Ph.D. | |
| 13,962,058 | | |
| 335,974 | | |
| 8,645,439 | |
Proposal 2 - Approval, on a Non-Binding
Basis, of the Compensation of the Company’s Executive Officers
The compensation of the Company’s executive officers as disclosed
in the Company’s definitive proxy statement filed with respect to the Annual Meeting was approved on a non-binding basis. The results
of the vote were as follows:
Votes For | | |
Votes Against | | |
Votes Abstained | | |
Broker Non-Votes | |
| 13,841,237 | | |
| 422,598 | | |
| 34,197 | | |
| 8,645,439 | |
Proposal 3 - Approval of an Amendment to
the Company’s Restated Certificate of Incorporation to effect the Reverse Stock Split
The approval of an amendment to the Company’s Restated Certificate
of Incorporation to effect the Reverse Stock Split at a ratio of not less than 1-for-2 and not greater than 1-for-40, with the exact ratio
of, effective time of and decision to implement the reverse stock split to be determined by the Board, was approved. The results of the
vote were as follows:
Votes For | | |
Votes Against | | |
Votes Abstained | |
| 21,371,699 | | |
| 1,470,540 | | |
| 101,232 | |
Proposal 4 - Approval of an Amendment to
the Company’s 2014 Equity Incentive Plan
The approval of an amendment to the Plan to increase the maximum number
of shares authorized for issuance thereunder by 8,000,000 shares and to increase the maximum shares issuable under the evergreen provision
of the Plan, was approved. The results of the vote were as follows:
Votes For | | |
Votes Against | | |
Votes Abstained | | |
Broker Non-Votes | |
| 12,846,967 | | |
| 1,385,134 | | |
| 65,931 | | |
| 8,645,439 | |
Proposal 5 - Approval of the Adjournment
of the Annual Meeting, if necessary, to Solicit Additional Proxies
The adjournment of the Annual Meeting in order to solicit additional
proxies if there are not sufficient shares to be voted in favor of any of the foregoing proposals at the time of the Annual Meeting was
approved, although no such adjournment was required as a result of Proposal Nos. 1 through 4 being approved. The results of the vote were
as follows:
Votes For | | |
Votes Against | | |
Votes Abstained | |
| 21,032,789 | | |
| 1,756,923 | | |
| 153,759 | |