Filing Category: Submission of Matters to a Vote of Security Holders
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Analyst Summary
- All director nominees were elected at the 2025 Annual Stockholders Meeting.
- The appointment of Ernst & Young LLP as the company’s certified public accountants for fiscal year 2025 was ratified.
- The compensation of the company’s named executive officers was approved by advisory vote.
- The Company’s Amended and Restated 2006 Equity Incentive Plan was approved.
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Analyst Summary
- The Annual Meeting of Shareholders was held on February 20, 2025.
- Terry L. Dunlap, Alvaro Garcia-Tunon, and J. Michael Nauman were elected as directors.
- The adoption of the Second Amended and Restated 2017 Equity Incentive Plan was approved.
- The appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2025 was ratified.
- The executive compensation of the Company’s named executive officers was approved on an advisory basis.
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Analyst Summary
- All nine directors nominated by the Company’s Board of Directors were elected to serve until the 2026 Annual Meeting.
- Shareholders approved, on a nonbinding, advisory basis, the compensation paid to the Company’s named executive officers.
- The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 29, 2024, was ratified.
- Shareholders did not approve a shareholder proposal requesting an annual report on discrimination risks related to charitable giving.
- Shareholders did not approve a shareholder proposal regarding independent board chair requirements.
- Shareholders did not approve a shareholder proposal requesting a report on human rights risks related to labor organizing.
- Shareholders did not approve a shareholder proposal requesting disclosure on cage-free egg commitments in China and Japan.
- Shareholders did not approve a shareholder proposal requesting an annual emissions congruency report.
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Analyst Summary
- The Company held its 2024 Annual Meeting on March 12, 2025.
- Eight directors were elected to the Company’s board of directors.
- Kreston GTA was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
- The compensation of the Company’s named executive officers was approved on a non-binding advisory basis.
- An amendment to the Company’s 2024 Stock Incentive Plan was approved to incorporate an evergreen formula, readjusting annually to 20% of outstanding shares.
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Analyst Summary
- The sole holder of Class B Voting Common Stock re-elected Matthew W. Appel, Zena Srivatsa Arnold, Phillip E. Cohen, Lachlan P. Given, Jason A. Kulas, Pablo Lagos Espinosa, and Gary L. Tillett to the Board of Directors, effective at the Annual Meeting of Stockholders held on March 13, 2025.
- Each director will serve a one-year term.
- As of March 13, 2025, there were 2,970,171 shares of Class B Voting Common Stock outstanding, all held by MS Pawn Limited Partnership.
- Management discussed the Company’s strategic plans and initiatives at the 2025 Annual Meeting of Stockholders.
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Analyst Summary
- Joakim Weidemanis succeeded George Oliver as CEO, with Oliver remaining Chairman until his retirement on July 31, 2025.
- Shareholders elected all nominated members to the Board of Directors.
- PricewaterhouseCoopers LLP was ratified as the company’s independent auditors, and the Audit Committee was authorized to set their remuneration.
- The company was authorized to make market purchases of its own shares.
- Shareholders approved the determination of the price range for reissuing treasury shares.
- A non-binding advisory vote on executive compensation was approved.
- The Board of Directors was granted authority to allot shares up to approximately 20% of the company’s issued ordinary share capital.
- Shareholders approved the waiver of statutory pre-emption rights for the issuance of ordinary shares for cash, limited to approximately 20% of the company’s issued ordinary share capital.
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Analyst Summary
- Shareholders approved the Adient plc 2021 Omnibus Incentive Plan, as Amended and Restated, increasing the maximum ordinary shares authorized to be issued by 3,331,000 shares.
- Eight directors were elected for a one-year term expiring at the end of the 2026 Annual General Meeting.
- PricewaterhouseCoopers LLP was ratified as the independent auditor for fiscal year 2025, and the Board of Directors was authorized to set the auditors’ remuneration.
- Shareholders approved, on an advisory basis, the compensation of Adient’s named executive officers.
- The renewal of the Board of Directors’ authority to issue shares under Irish law was approved.
- The renewal of the Board of Directors’ authority to opt-out of statutory preemption rights under Irish law was approved.
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Analyst Summary
- Stockholders approved the Fly-E Group, Inc. 2024 Omnibus Incentive Plan, as amended.
- An amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock by a ratio in a range of 1-for-2 to 1-for-15 was approved; the board will determine the ratio and timing within one year.
- Stockholders approved an amendment to the Certificate of Incorporation to increase the authorized shares of common stock of the Company from 100,000,000 shares to 300,000,000 shares.
- An amendment to the Certificate of Incorporation to classify the board of directors of the Company into three classes with staggered three-year terms was approved.
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Analyst Summary
- Outlook Therapeutics closed a $33.1 million unsecured convertible promissory note with Avondale Capital, LLC, and used the proceeds to fully repay its existing debt of $32,910,027.57 to Streeterville Capital, LLC.
- The company’s stockholders approved an amendment to the Restated Certificate of Incorporation to increase the authorized number of common stock shares from 60,000,000 to 260,000,000.
- At the Annual Meeting, stockholders elected Julian Gangolli, Ralph H. “Randy” Thurman, and Lawrence A. Kenyon to serve as Class III directors until the 2028 Annual Meeting.
- Stockholders approved the potential issuance of common stock exceeding 19.99% upon conversion of the new convertible note, even if the conversion price is below the Nasdaq minimum price.
- KPMG LLP was ratified as the company’s independent registered public accounting firm for the fiscal year ending September 30, 2025.
- A non-binding advisory vote on the compensation of the Company’s named executive officers was approved.
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Analyst Summary
- Stockholders approved an amendment to the 2022 Equity Incentive Plan, increasing the maximum aggregate number of shares available for grant by 20,000,000 shares.
- Stockholders approved a ten percent automatic annual increase in the total number of shares of Common Stock available for issuance under the 2022 Plan.
- Stockholders approved amendments to the Performance Stock Award Agreements with the CEO, extending the deadlines for achieving certain milestones related to capital raising, vehicle completion, revenue generation, battery development, and JV-Acquisition.
- Stockholders elected David Michery, Ignacio Novoa, and Mary Winter as Class I Directors to serve for a three-year term ending as of the annual meeting in 2028.
- Stockholders approved proposals related to the issuance of shares of Common Stock pursuant to senior secured convertible notes and related warrants, exceeding certain share caps.
- Stockholders approved an amendment to increase the number of shares of Common Stock authorized for issuance under the 2022 Plan by 20,000,000 shares.
- Stockholders approved a second amendment to the 2022 Plan for the adoption of an automatic annual increase in the shares of Common Stock available for issuance under the 2022 Plan.
- Stockholders approved the amendment of the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s outstanding Common Stock at an exchange ratio between 1-for-2 to 1-for-100, as determined by the Company’s Board of Directors.
- Stockholders ratified the appointment of RBSM LLP as the independent registered public accounting firm of the Company for the fiscal year ending September 30, 2025.
- Stockholders did not approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the authorized number of shares of preferred stock to 1,000,000,000.