"The approval of the Company’s Equity Incentive Plan (Proposal 2), the award of warrants to Dr. Seymour (Proposal 3) and the award of shares of Series A Convertible Preferred Stock to Dr. Anil Diwan (Proposal 4) require the affirmative vote of a majority of the Company’s outstanding common stock present at the Annual Meeting, broker non-votes and abstentions will not count as affirmative votes."