Voting Results
BioPharmX Corporation (the “ Company ”) held a Special Meeting of Stockholders on March 28, 2017 (the “ Special Meeting ”). As of the close of business on February 15, 2017, the record date for the Special Meeting, 67,719,577 shares of common stock were outstanding and entitled to vote. Present at the Special Meeting in person or by proxy were holders representing 58,762,791 shares of common stock, representing 86.8% of the eligible votes, constituting a quorum.
Voting results were as follows:
Proposal 1 : To approve an amendment to our certificate of incorporation to increase the total number of authorized shares of common stock from 90,000,000 shares to 450,000,000 shares (the “ Authorized Share Increase Proposal ”):
For
Against
Abstain
50,103,622
8,540,586
118,583
Proposal 2 : To approve an amendment to our certificate of incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-25, with the exact ratio to be set within that range at the discretion of our board of directors before January 31, 2018 without further approval or authorization of our stockholders (the “ Reverse Split Proposal ”). The board of directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion:
For
Against
Abstain
44,849,162
13,794,969
118,660
Proposal 3 : Contingent upon (i) the approval of the Authorized Share Increase Proposal or (ii) the Reverse Split Proposal and the Board’s subsequent determination to effect the reverse split, to approve the amendment of our 2016 Equity Incentive Plan such that the number of shares available for issuance thereunder will increase by 20,000,000 shares on a pre-split basis (the “ Plan Increase Proposal ”):
For
Against
Abstain
Broker Non-Votes
33,085,877
10,618,706
50,814
15,007,394
No other matters were considered or voted upon at the meeting.
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