Business Context and Reporting Period
This Form 8-K reports the results of the Annual Meeting of Stockholders for Matinas Biopharma Holdings, Inc. held on November 14, 2022. The filing details the voting outcomes for three specific proposals regarding board elections, executive compensation, and auditor ratification.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent 10-K or 10-Q filings for financial statements.
Material Changes and Voting Results
Shareholders representing 127,073,409 shares (58.59% of outstanding common shares as of the September 16, 2022 record date) participated in the meeting. The results for the three proposals were as follows:
- Proposal 1: Election of Directors
All seven nominees were elected to the Board of Directors. The vote tabulation for each director is summarized below:
Director Name For Withheld Broker Non-Votes Herbert Conrad 59,278,388 5,256,505 62,538,516 Kathryn Corzo 59,698,087 4,836,806 62,538,516 Jerome D. Jabbour 60,041,871 4,493,022 62,538,516 Eric Ende 59,832,977 4,701,916 62,538,516 Natasha Giordano 59,185,407 5,349,486 62,538,516 James Scibetta 60,052,024 4,482,869 62,538,516 Matthew Wikler 60,446,318 4,088,575 62,538,516 - Proposal 2: Advisory Vote on Executive Compensation
Stockholders approved the compensation of named executive officers on an advisory basis.
- For: 56,522,115
- Against: 6,902,448
- Abstain: 1,110,330
- Broker Non-Votes: 62,538,516
- Proposal 3: Ratification of Independent Auditor
Stockholders approved the appointment of EisnerAmper LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022.
- For: 126,116,312
- Against: 468,604
- Abstain: 488,493
- Broker Non-Votes: None
Guidance, Outlook, and Risks
This filing does not provide management commentary, financial guidance, outlook, or specific risk factors. It strictly reports the administrative results of the shareholder vote.
Key Facts for Investor Verification
- Verify the 58.59% participation rate of outstanding shares at the Annual Meeting.
- Confirm the re-election of all seven board members, noting that Matthew Wikler received the highest "For" vote count (60,446,318) and Natasha Giordano received the lowest (59,185,407).
- Note the significant number of Broker Non-Votes (62,538,516) on the director election and executive compensation proposals, which did not count toward the total votes cast for those specific items.
- Confirm that EisnerAmper LLP was ratified as the auditor for the 2022 fiscal year with overwhelming support (approx. 99.6% of votes cast).