Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Amendment
of (i) Palisade 2021 Equity Incentive Plan and (ii) 2021 Employee Stock Purchase Plan
At
the Annual Meeting (as defined below in Item 5.07), the Company’s stockholders approved amendments to both (i) the Palisade 2021
Equity Incentive Plan (“Equity Plan”) and (ii) the 2021 Employee Stock Purchase Plan (“Purchase Plan”).
A
description of both the Equity Plan and Purchase Plan, each as amended, was set forth as Annex A and Annex B in the Company’s definitive
proxy statement on Form 14A filed with the U.S. Securities and Exchange Commission on April 21, 2023, and each is qualified in its entirety
by reference to the full texts each of the Equity Plan and Purchase Plan, copies of which are filed as Exhibits 10.01 and 10,02, respectively
to this Current Report on Form 8-K.
The
disclosure set forth in Item 1.01 of this Current Report on Form 8-K to the extent required by this Item 5.02, is incorporated herein
by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
Annual
Meeting of stockholders
On
June 8, 2023, the Company held its annual meeting of stockholders (“Annual Meeting”). As of April 10, 2023, the record date
for the Annual Meeting (“Record Date”), 5,781,919 shares of the Company’s common stock were outstanding and entitled
to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
A
total of 2,950,915 shares of the Company’s common stock were present at the Annual Meeting in person or by proxy, which represents
approximately 51.04% of the shares of the Company’s common stock outstanding as of the Record Date.
Proposal
1.
Election
of Directors.
The
Company’s stockholders elected the three (3) persons listed below as Class III directors, each to serve until the Company’s
2026 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation
or removal. The final voting results were as follows:
Name |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
James
Neal |
|
833,667 |
|
498,441 |
|
1,618,807 |
J.D.
Finley |
|
837,917 |
|
494,191 |
|
1,618,807 |
Mary
Ann Gray, Ph.D. |
|
495,347 |
|
495,347 |
|
1,618,807 |
Proposal
2.
Ratification
of the Selection of Independent Registered Public Accounting Firm.
The
Company’s stockholders ratified the selection of Baker Tilly US, LLP by the Audit Committee of the Board as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Withheld / Abstentions |
|
Broker
Non-Votes |
2,732,124 |
|
198,268 |
|
20,523 |
|
0 |
Proposal
3.
Approval
of amendments to the Palisade 2021 Equity Incentive Plan to increase (i) the number of shares of common stock issuable under the plan
by 708,072 shares and (ii) the annual evergreen share increase amount from 4% to 7.5% of the outstanding shares of common stock on January
1 of each year; and the approval of conditional grants to employees which are exercisable or convertible for up to an aggregate of 209,700
shares of common stock.
The
Company’ stockholders approved the amendments to the 2021 Equity Incentive Plan. The final voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Withheld / Abstentions |
|
Broker
Non-Votes |
714,204 |
|
611,973 |
|
5,931 |
|
1,618,807 |
Proposal
4.
Approval
of amendments to the Palisade 2021 Employee Stock Purchase Plan to increase (i) the number of shares of common stock authorized under
the plan by 109,944 shares and (ii) the annual evergreen share increase amount from 1% to 2.5% of the outstanding shares of common stock
on January 1 of each year.
year.
The
Company’ stockholders approved the amendments to the 2021 Employee Stock Purchase Plan. The final voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Withheld / Abstentions |
|
Broker
Non-Votes |
763,625 |
|
552,036 |
|
16,447 |
|
1,618,807 |
Proposal
5.
Approval,
on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.
The
Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The final
voting results were as follows:
Votes
For |
|
Votes
Against |
|
Votes
Withheld / Abstentions |
|
Broker
Non-Votes |
765,257 |
|
553,499 |
|
13,352 |
|
1,618,807 |
Proposal
6.
Approval,
on a non-binding, advisory basis, the frequency of holding future advisory votes on executive compensation every 1, 2, or 3 years.
The
Company’s stockholders approved, on an advisory basis, one (1) year as the frequency of holding future advisory votes on executive
compensation. The Final results were as follows:
1
Year |
|
2
Years |
|
3
Years |
|
Withhold
/ Abstentions |
|
Broker
Non-Votes |
665,444 |
|
46,080 |
|
589,820 |
|
30,764 |
|
1,618,807 |
Accordingly,
the Board will take these results under advisement.