Halozyme Therapeutics Inc.

04/26/2024 | Press release | Distributed by Public on 04/26/2024 14:23

Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 25, 2024, Halozyme Therapeutics, Inc. (the "Company") held its Annual Meeting of Stockholders. Of the 127,054,240 shares of the Company's common stock outstanding as of the record date, 115,681,780 shares were represented at the annual meeting.
The stockholders considered four proposals at the meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2024. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.
Proposal 1: Election of two Class II directors to hold office for a three-year term expiring at the 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
Names Votes For Votes Against Abstain Broker Non-Votes
Barbara Duncan
90,120,424 15,016,536 161,704 10,383,116
Mahesh Krishnan, M.D.
103,968,663 1,164,017 165,984 10,383,116
Each of the foregoing candidates was elected and each received affirmative votes from more than a majority of the outstanding shares. The Company's Board of Directors (the "Board") has appointed Dr. Krishnan to serve on the Board's Nominating and Corporate Governance Committee.
Proposal 2: The advisory vote on the compensation of the Company's named executive officers was as follows:
Votes For Votes Against Abstain Broker Non-Votes
102,860,435 2,190,603 247,626 10,383,116
The foregoing proposal was approved.
Proposal 3:The vote on a proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to reflect Delaware law provisions regarding exculpation of officers was as follows:

Votes For Votes Against Abstain Broker Non-Votes
91,512,252 13,612,616 173,796 10,383,116
The foregoing proposal was approved. On April 25, 2024, the Company filed with the Secretary of State of the State of Delaware an Amended and Restated Certificate of Incorporation incorporating the approved amendment, at which point the amendment became effective. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Proposal 4: The vote on a proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was as follows:
Votes For Votes Against Abstain Broker Non-Votes
114,912,469 647,868 121,443 -
The foregoing proposal was approved.