COHBAR, INC. (OTCMKTS:CWBR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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COHBAR, INC. (OTCMKTS:CWBR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

At the Annual Meeting of the stockholders of CohBar, Inc (the
Company), held on June 15, 2017, the stockholders approved
amendments to the Companys Amended and Restated 2011 Equity
Incentive Plan (the Plan). The amendments to the Plan were
previously approved by the Companys Board of Directors, subject
to stockholder approval at the Annual Meeting. The Plan
amendments (a) increased the number of shares reserved for
issuance thereunder by 718,471; and (b) removed a restriction on
issuances of shares under the Plan to the Companys insiders in
excess of 10% of the number of outstanding shares of the Companys
common stock. After giving effect to the Plan amendments, there
are 7,171,540 total shares reserved for issuance under the 2011
Plan (including shares reserved for issuance under currently
outstanding stock options), which is equal to 20% of the number
of shares of the Companys common stock presently outstanding.

Item5.07 Submission of Matters to a Vote of Security
Holders.

On June 15, 2017, the Company held its 2017 Annual Meeting of
Stockholders (the Annual Meeting). At the Annual Meeting,
stockholders: (i)elected Albion Fitzgerald, Jon Stern, Nir
Barzilai, Pinchas Cohen and Marc Goldberg to the Companys Board
of Directors, each to serve until the next annual meeting of
stockholders or until their successors are duly elected and
qualified; (ii) approved amendments to the Companys Amended and
Restated 2011 Equity Incentive Plan and certain related matters;
and (iii) ratified the appointment of Marcum LLP as the Companys
independent registered public accounting firm for the fiscal year
ending December31, 2017. Each of the foregoing proposals received
a sufficient number of votes to be approved at the Annual
Meeting. In addition to the approval by a vote of all shares
voted at the meeting, Proposal No. 2 described in the Companys
proxy for the Annual Meeting also received approval by the
Companys disinterested stockholders.

The following is a summary of the voting results for each matter
submitted to the stockholders:

Proposal 1. Election of Directors

Name VotesFor

VotesWithheld

BrokerNon-Votes

Albion Fitzgerald

20,668,152

1,442,534

Jon Stern 20,668,152 1,442,534
Nir Barzilai 20,668,152 1,442,534
Pinchas Cohen 20,668,152 1,442,534
Marc Goldberg 20,668,152 1,442,534

Proposal 2. Approve amendments to the Companys Amended and
Restated 2011 Equity Incentive Plan and related matters

Results of voting by all stockholders:

VotesFor VotesAgainst Abstentions BrokerNon-Votes

20,645,152

2,000

21,000

1,442,534

Results of voting by disinterested stockholders:

VotesFor VotesAgainst Abstentions BrokerNon-Votes

7,880,933

2,000

21,000

1,442,534

Proposal 3. Ratification of the selection of Independent
Registered Public Accounting Firm

VotesFor VotesAgainst Abstentions BrokerNon-Votes
22,110,686

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