Advaxis Inc.
06/21/2021 | Press release | Distributed by Public on 06/21/2021 05:00
Submission of Matters to a Vote of Security Holders (Form 8-K)
Submission of Matters to a Vote of Security Holders
Advaxis, Inc. (the 'Company') held its Reconvened 2021 Annual Meeting of Stockholders (the 'Reconvened Annual Meeting') on June 17, 2021. At the Reconvened Annual Meeting, the following matter was submitted to a vote of stockholders:
| 1. | A proposal to ratify and approve the prior amendment to the Company's 2015 Incentive Plan, which was adopted following the 2020 Annual Meeting of Stockholders, to increase the total number of shares of common stock authorized for issuance thereunder from 877,744 shares to 6,000,000 shares (the 'Ratification Proposal'); and | |
| 2. | A proposal to authorize the further adjournment of the Annual Meeting to July 1, 2021 to solicit additional proxies to vote in favor of Proposal 3, to approve the reverse stock split proposal (as such proposals is further described in the Company's proxy statement relating to the Annual Meeting, filed with the Securities and Exchange Commission ('SEC') on April 21, 2021) (the 'Further Adjournment Proposal'). |
At the Reconvened Annual Meeting, the Company's stockholders approved the Ratification Proposal and the Further Adjournment Proposal.
Proposal No. 5 - Ratification of Prior Amendment to the Company's 2015 Incentive Plan
The vote to ratify and approve the prior amendment to the Company's 2015 Incentive Plan, which was adopted following the 2020 Annual Meeting of Stockholders, to increase the total number of shares of common stock authorized for issuance thereunder from 877,744 shares to 6,000,000 shares was as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 33,449,638 | 32,127,396 | 1,142,425 | 19,796,803 |
Further Adjournment Proposal - Proposal to Further Adjourn the Vote with Respect to Proposal 3
The vote to further adjourn the Annual Meeting to July 1, 2021 to solicit additional proxies to vote in favor of Proposal 3, to approve the reverse stock split proposal (as such proposal is further described in the Company's proxy statement relating to the Annual Meeting, filed with the SEC on April 21, 2021) was as follows:
| For | Against | Abstain | ||
| 53,246,441 | 32,127,396 | 1,142,425 |
Other Events
In accordance with the Further Adjournment Proposal, which was approved by the stockholders, the Annual Meeting was adjourned to July 1, 2021, at 10:00 a.m. Eastern Time with respect to Proposal 3, to approve an amendment to the Company's Charter to effect a reverse stock split of the Company's common stock at a ratio determined by the Board of Directors within a range of one-for-five to one-for-fifteen, without reducing the authorized number of shares of the Company's common stock, to be effected in the sole discretion of the Board of Directors at any time within one year of the date of the Annual Meeting without further approval or authorization of the Company's stockholders.
The further adjourned Annual Meeting will be held at the same virtual meeting location, on July 1, 2021 at 10:00 am Eastern Time at www.virtualshareholdermeeting.com/adxs2021. This will enable the Company's stockholders of record as of the record date, which was April 15, 2021, additional time to consider and vote on Proposal 3 and enable the Company's proxy solicitor, Alliance Advisors, more time to assist the Company with the solicitation of stockholder votes on Proposal 3.
At the further adjourned Annual Meeting on July 1, 2021, stockholders will be deemed to be present in person and vote at such further adjourned meeting in the same manner as disclosed in the definitive proxy statement the Company filed with the Securities and Exchange Commission on April 21, 2021 and mailed to the stockholders. Valid proxies submitted prior to the next reconvened Annual Meeting will continue to be valid for the next reconvened Annual Meeting, unless properly changed or revoked prior to votes being taken at the next reconvened Annual Meeting.