Ekso Bionics Holdings, Inc. (NASDAQ:EKSO) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
On June 7, 2018, Ekso Bionics Holdings, Inc. (the “Company,” “we” or “our”) held our annual meeting of stockholders (the “Annual Meeting”) in Richmond, California. Of the 60,354,941 shares of common stock outstanding and entitled to vote at the Annual Meeting, 48,698,757 shares were present at the Annual Meeting either in person or by proxy, constituting a quorum. The following provides a summary of the votes cast for the proposals on which our stockholders voted at the Annual Meeting:
Proposal 1. The election of six directors to serve until the annual meeting of stockholders to be held in 2019 and until their respective successors are elected and qualified, or until his or her earlier death, resignation or removal.
The results of the vote were as follows:
| Name of Director | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES |
| Steven Sherman | 24,999,143 | 404,518 | 23,295,096 |
| Jack Peurach | 25,062,157 | 341,504 | 23,295,096 |
| Ted Wang, Ph. D. | 24,363,142 | 1,040,519 | 23,295,096 |
| Marilyn Hamilton | 25,032,182 | 371,479 | 23,295,096 |
| Charles Li, Ph. D. | 24,981,466 | 422,195 | 23,295,096 |
| Stanley Stern | 25,031,113 | 372,548 | 23,295,096 |
Proposal 2. The ratification of the amendment to the Company’s Articles of Incorporation approved by the stockholders of the Company on December 21, 2017 to increase the total number of authorized shares of common stock from 71,428,571 shares to 141,428,571 shares.
The results of the vote were as follows:
| VOTES FOR: | 41,224,976 |
| VOTES AGAINST: | 6,931,910 |
| VOTES ABSTAINED: | 541,871 |
| BROKER NON-VOTES: | – |
Proposal 3. The ratification of an amendment to the Amended and Restated 2014 Equity Incentive Plan approved by the stockholders on December 21, 2017 to increase the number of shares available for grant under such plan from 4,714,285 shares to 9,114,285 shares.
The results of the vote were as follows:
| VOTES FOR: | 24,074,890 |
| VOTES AGAINST: | 1,228,271 |
| VOTES ABSTAINED: | 100,500 |
| BROKER NON-VOTES: | 23,295,096 |
Proposal 4. The ratification of the appointment of OUM & Co., LLP as the Company’s independent auditors for the year ending December 31, 2018.
The results of the vote were as follows:
| VOTES FOR: | 46,838,674 |
| VOTES AGAINST: | 1,289,354 |
| VOTES ABSTAINED: | 570,729 |
| BROKER NON-VOTES: | – |
Proposal 5. The approval, in an advisory (non-binding) vote, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement dated April 30, 2018 for the Annual Meeting.
The results of the vote were as follows:
| VOTES FOR: | 24,245,690 |
| VOTES AGAINST: | 873,209 |
| VOTES ABSTAINED: | 284,762 |
| BROKER NON-VOTES: | 23,295,096 |
Consistent with the stated preference of a majority of the Company’s stockholders who cast votes at the Annual Meeting, our Board of Directors has determined that it will include an advisory stockholder vote on executive compensation in its proxy materials every year until the next advisory vote on the frequency of stockholder votes on executive compensation, which is required to occur no later than the Company’s 2024 Annual Meeting of Stockholders.
Proposal 6. The approval, in an advisory (non-binding) vote, of whether a non-binding, advisory vote on the compensation of the Company’s named executive officers should occur every one, two or three years.
The results of the vote were as follows:
| ONE YEAR: | 24,294,820 |
| TWO YEARS: | 499,849 |
| THREE YEARS: | 381,254 |
| VOTES ABSTAINED: | 227,738 |
| BROKER NON-VOTES: | 23,295,096 |