Item 5.07. Submission of Matters to a Vote of Security Holders.
2020 Annual Meeting of Stockholders
On April 20, 2020, Brickell Biotech, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). There were 6,177,444 shares of common stock of the Company represented in person or by proxy at the Annual Meeting, constituting approximately 64% of the outstanding shares of common stock on March 13, 2020, the record date for the Annual Meeting.
The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1: The election of two (2) directors to serve as Class I directors until the 2023 Annual Meeting of Stockholders and until their respective successors are elected.
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Name
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FOR
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WITHHELD
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George Abercrombie
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4,280,644
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426,210
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Vijay B. Samant
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3,942,410
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764,444
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The election of three (3) directors to serve as Class III directors until the 2022 Annual Meeting of Stockholders and until their respective successors are elected.
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Name
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FOR
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WITHHELD
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Reginald L. Hardy
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3,965,729
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741,125
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Gary A. Lyons
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4,312,399
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394,455
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Robert B. Brown
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4,101,595
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605,259
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In addition, there were 1,470,590 broker non-votes associated with the election of the directors. All director nominees were duly elected at the Annual Meeting.
Proposal 2: The approval and adoption of the Company’s 2020 Omnibus Long-Term Incentive Plan.
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FOR
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AGAINST
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ABSTAIN
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4,199,868
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492,587
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14,399
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In addition, there were 1,470,590 broker non-votes associated with the approval and adoption of the 2020 Omnibus Long-Term Incentive Plan. At the Annual Meeting, stockholders voted to approve and adopt the Company’s 2020 Omnibus Long-Term Incentive Plan.
Proposal 3: The approval, on an advisory basis, of the compensation of the Company’s named executive officers.
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FOR
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AGAINST
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ABSTAIN
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3,967,534
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722,712
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16,608
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In addition, there were 1,470,590 broker non-votes associated with the approval of the compensation of the Company’s named executive officers. At the Annual Meeting, stockholders voted, on an advisory basis, to approve the compensation of the Company’s named executive officers.
Proposal 4: The approval, on an advisory basis, of the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers.
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTAIN
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1,231,299
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49,940
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3,413,744
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11,871
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In addition, there were 1,470,590 broker non-votes associated with the approval of the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers. At the Annual Meeting, stockholders voted, on an advisory basis, to hold future stockholder advisory votes on the compensation of the Company’s named executive officers every three years.
Proposal 5: The ratification of the selection of Ernst & Young LLP to serve as the Company’s registered independent public accounting firm for the year ending December 31, 2020.
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FOR
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AGAINST
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ABSTAIN
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5,795,308
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93,785
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288,351
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In addition, there were no broker non-votes associated with the ratification of the selection of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2020. At the Annual Meeting, stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.