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Emerging growth company
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, par value $0.001 per share
OPTN
Nasdaq Global Select Market
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 8, 2022, OptiNose, Inc. (the Company) held its Annual Meeting of Stockholders at the Company's office, 1020 Stony Hill Road, Suite 300, Yardley, Pennsylvania. As of April 21, 2022, the record date for the Annual Meeting, there were 82,681,048 shares of common stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 65,228,188, or 78.9%, were present in person or represented by proxy at the meeting, which constituted a quorum. The holders of shares of Company common stock are entitled to one vote for each share held and cumulative voting for directors is not permitted. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
Proposal 1. Election of Directors
The Company's stockholders re-elected Messrs. Groenhuysen and Scodari and Ms. Helton to the Board, each to serve as Class II directors until the Company's 2025 Annual Meeting or until his/her successor is duly elected and qualified, or until his or her earlier death, resignation, removal or retirement. The voting on this proposal is set forth below:
Shares Voted:
For
Withheld
Broker Non-Votes
Sandra L. Helton
53,055,398
6,604,879
5,567,911
Wilhelmus Groenhuysen
53,056,398
6,603,879
5,567,911
Joseph Scodari
52,917,001
6,743,276
5,567,911
The terms of office for the following directors who did not stand for re-election continued after the Annual Meeting (i) the Class I Directors serving until the Company's Annual Meeting of Stockholders in 2024 are Tomas J. Heyman, Kyle Dempsey and Peter K. Miller and (ii) the Class III Directors serving until the Company's Annual Meeting of Stockholders in 2023 are Catherine Owen, Eric Bednarski and R. John Fletcher.
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm
The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022. The voting on this proposal is set forth below:
For
Against
Abstentions
Broker Non-Votes
Ratification of Ernst & Young LLP
65,136,036
84,934
7,218
N/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
