Sonoma Pharmaceuticals Inc.
09/21/2021 | Press release | Distributed by Public on 09/21/2021 14:20
Submission of Matters to a Vote of Security Holders (Form 8-K)
| Submission of Matters to a Vote of Security Holders. |
Our annual meeting of stockholders was held on September 15 and 21, 2021. Proxies were solicited pursuant to our definitive proxy statement filed on July 29, 2021 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934.
The number of shares of the Company's common stock entitled to vote at the annual meeting was 2,091,242. The number of shares of common stock present or represented by valid proxy at the annual meeting was 1,197,196. Each share of common stock was entitled to one vote with respect to matters submitted to the Company's stockholders at the annual meeting. At the annual meeting, our stockholders voted on the matters set forth below.
Proposal 1 - Election of One Class I Director
Philippe Weigerstorfer was duly elected as our Class I director. The results of the election were as follows:
| NOMINEE | FOR | WITHHELD |
| Philippe Weigerstorfer | 459,771 | 89,996 |
Proposal 2 - Advisory Vote to Approve Executive Compensation
Our stockholders voted upon and approved, by non-binding advisory vote, the compensation of our named executive officers for the year ended March 31, 2021, as described in our proxy statement dated July 29, 2021. The votes on this proposal were as follows:
| FOR | AGAINST | ABSTAIN |
| 326,511 | 204,217 | 19,039 |
Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm
Our stockholders voted upon and approved the ratification of the appointment of Frazier & Deeter LLC as our independent registered public accounting firm for the fiscal year ending March 31, 2022. The votes on this proposal were as follows:
| FOR | AGAINST | ABSTAIN |
| 1,162,699 | 14,184 | 20,313 |
Proposal 4 - Approval of Adoption of 2020 Equity Incentive Plan
Because proposal 4 did not reach the necessary votes as required by our bylaws, we adjourned the meeting to September 21, 2021 at 11 am MST at the same location, to continue to solicit votes on this proposal. On September 21, 2021, the number of shares of common stock present or represented by valid proxy at the annual meeting was 1,199,822 with 635,927 non-votes. On that day, our stockholders voted upon and did approve the adoption of the Company's 2021 Equity Incentive Plan, as described in our proxy statement dated July 29, 2021. The votes on this proposal were as follows:
| FOR | AGAINST | ABSTAIN |
| 273,042 | 272,046 | 18,807 |
| 2 |
| Other Events. |
As previously disclosed, Sharon Barbari retired as a member of our board and committees effective with the conclusion of the annual stockholders' meeting. As a result of Ms. Barbari's retirement, our board realigned the committee structure as follows:
| Name of Committee Member | Audit | Compensation | Nominating and Corporate Governance |
| Jerry McLaughlin | Chair | Chair | |
| Philippe Weigerstorfer | Member | Chair | |
| Jay Birnbaum | Member | Member | Member |