Avid Bioservices Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Compensatory Arrangements of Certain Officers
2018 Omnibus Incentive Plan
On October 16, 2024, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Avid Bioservices, Inc. (the “Company”), the stockholders of the Company approved a second amendment (the “Second Amendment”) to the Company’s 2018 Omnibus Incentive Plan to increase the number of shares available for grant thereunder by 3,800,000 (as so amended, the “Amended 2018 Plan”).
The Second Amendment previously had been approved by the Compensation Committee of the Company’s Board of Directors on August 21, 2024, subject to stockholder approval. The Second Amendment became effective immediately upon stockholder approval at the Annual Meeting.
The summary of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached as Exhibit A to the Company’s Definitive Proxy Statement for its 2024 Annual Stockholders Meeting filed with the Securities and Exchange Commission on August 28, 2024 (the “2024 Definitive Proxy Statement”) and incorporated herein by this reference. In addition, a more detailed summary of the Amended 2018 Plan can be found in such 2024 Definitive Proxy Statement, which is incorporated herein by this reference.
2010 Employee Stock Purchase Plan
Also on October 16, 2024, at the Annual Meeting, the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s 2010 Employee Stock Purchase Plan, as amended, to remove its automatic termination provision (as so amended, the “Amended ESPP”).
The Amendment previously had been approved by the Compensation Committee of the Company’s Board of Directors on May 30, 2024, subject to stockholder approval. The Amendment became effective immediately upon stockholder approval at the Annual Meeting.
This summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit B to the Company’s 2024 Definitive Proxy Statement and incorporated herein by this reference. In addition, a more detailed summary of the Amended ESPP can be found in such 2024 Definitive Proxy Statement, which is incorporated herein by this reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, of the 63,795,108 shares of the Company’s common stock outstanding (as of the record date of August 20, 2024) and entitled to vote, 50,991,631 shares were present in-person virtually or represented by proxy, representing approximately 80% of the total outstanding shares entitled to vote. The final voting results of each proposal voted on at the Annual Meeting are set forth below. For more information about the proposals set forth below, please refer to the Company’s 2024 Definitive Proxy Statement.
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Proposal No. 1: Election of Directors
The Company’s stockholders elected each of the seven nominees named below to serve on the Company’s Board of Directors until the Company’s 2025 Annual Meeting of Stockholders. Election of each director required approval by a plurality of the votes cast and thus votes against were not applicable. The votes were as follows:
|
Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| Esther M. Alegria, Ph.D. | 39,065,262 | 3,386,725 | 8,539,644 | |||
| Joseph Carleone, Ph.D. | 40,102,583 | 2,349,404 | 8,539,644 | |||
| Nicholas S. Green | 41,729,893 | 722,094 | 8,539,644 | |||
| Richard B. Hancock | 38,727,239 | 3,724,748 | 8,539,644 | |||
| Catherine J. Mackey, Ph.D. | 39,063,517 | 3,388,470 | 8,539,644 | |||
| Gregory P. Sargen | 38,981,723 | 3,470,264 | 8,539,644 | |||
| Jeanne A. Thoma | 40,348,375 | 2,103,612 | 8,539,644 |
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025. The votes were as follows:
| Votes For | Votes Against | Abstain | ||
| 49,045,821 | 1,725,042 | 220,768 |
Proposal No. 3: To Approve, on an Advisory Basis, the Compensation of the Named Executive Officers
The Company’s stockholders approved, on an advisory basis, a non-binding resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Stockholders. The votes were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 39,680,899 | 2,510,504 | 260,584 | 8,539,644 |
Proposal No. 4: To Approve an Amendment to the Company’s 2018 Omnibus Incentive Plan
The Company’s stockholders approved an amendment to the Company’s 2018 Omnibus Incentive Plan to increase the number of shares available for grant thereunder by 3,800,000. The votes were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 39,422,442 | 2,834,763 | 194,782 | 8,539,644 |
Proposal No. 5: To Approve an Amendment to the Company’s 2010 Employee Stock Purchase Plan
The Company’s stockholders approved an amendment to the Company’s 2010 Employee Stock Purchase Plan to remove its automatic termination provision. The votes were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 41,785,365 | 472,242 | 194,380 | 8,539,644 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AVID BIOSERVICES, INC. | |||
| Date: October 17, 2024 | By: | /s/ Daniel R. Hart | |
| Daniel R. Hart | |||
| Chief Financial Officer | |||
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