GI DYNAMICS, INC. (OTCMKTS:GIDYL) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07 of the Companys Current Report on Form8-K filed with the
Securities and Exchange Commission on May24, 2017 (the Original
Report). As a result of these corrections, Proposal 5 was
approved and Proposal 11 was not approved. The complete text of
Item5.07 of the Original Report, as amended hereby, is set forth
below. The Original Report is not modified in any other respects.
| Item5.07 |
Submission of Matters to a Vote of Security Holders |
GI Dynamics, Inc. (the Company) held its annual meeting of
stockholders (the Annual Meeting) at the offices of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center,
Boston, MA 02111 on May22, 2016 EDT. Of the Companys 11,157,489
shares of common stock issued and outstanding and eligible to
vote as of the record date of April14, 2017, a quorum of
6,315,132 shares, or 56.60% of the eligible shares, was present
in person or represented by proxy. Each of the matters set forth
below is described in detail in the definitive proxy statement
filed with the Securities and Exchange Commission on May1, 2017.
The following actions were taken at the Annual Meeting
Proposal 1To approve an amendment to our amended
and restated certificate of incorporation to increase our
authorized shares of common stock (Shares) from 13,000,000 to
50,000,000 and to eliminate Class B shares of common stock of the
Company. This proposal was approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 6,157,316 | 157,816 | 4,775,202 |
Proposal 2 For the purposes of Australian
Securities Exchange (ASX) Listing Rule 7.4 and for all other
purposes, to ratify the issue and sale by the Company of
69,865,000 CHESS Depositary Interests (CDIs) (equivalent to
1,397,300 Shares) in the capital of the Company with an issue
price of A$0.022 per CDI under a private placement to
sophisticated and professional investors in Australia and
institutional investors in certain other jurisdictions on the
terms and conditions set out in the accompanying proxy statement.
This proposal was approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 1,830,896* | 48,019 | 4,775,202 |
Proposal 3For the purposes of ASX Listing Rule
7.1 and for all other purposes, to approve the issue of 4,117,300
stock options to purchase 4,117,300 CDIs (equivalent to 82,346
Shares) to Bell Potter Securities Limited on the terms and
conditions set out in the accompanying proxy statement,
contingent upon the approval of Proposal 1. This proposal was not
approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 1,772,643 | 4,537,049 | 6,000 | 4,775,202 |
Proposal 4To elect the two Class III director
nominees named in the accompanying proxy statement to serve
three-year terms expiring in 2020.
|
Name of Director Elected |
Votes For |
VotesAgainst |
VotesAbstained |
BrokerNon-Votes |
||||
|
Oern R. Stuge, M.D. |
6,310,922 | 4,621 | 4,775,201 | |||||
|
Daniel J Moore |
6,314,422 | 1,121 | 4,775,201 |
* Of the 6,267,113 votes to approve Proposal 2, 4,436,217 votes
were disregarded because the voting shareholders are investors in
the private placement that is the subject of Proposal 2.
Proposal 5For the purposes of ASX Listing Rule
10.14 and for all other purposes, to approve the grant of 30,000
stock options to purchase 30,000 shares of common stock to Oern
R. Stuge, M.D. on the terms set out in the accompanying proxy
statement. This proposal was approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 5,783,350 | 532,343 | 4,775,202 |
Proposal 6For the purposes of ASX Listing Rule
10.14 and for all other purposes, to approve the grant of 8,000
stock options to purchase 8,000 shares of common stock to Timothy
J. Barberich on the terms set out in the accompanying proxy
statement. This proposal was not approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 1,252,411 | 5,063,271 | 4,775,212 |
Proposal 7For the purposes of ASX Listing Rule
10.14 and for all other purposes, to approve the grant of 8,000
stock options to purchase 8,000 shares of common stock to Graham
J. Bradley on the terms set out in the accompanying proxy
statement. This proposal was not approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 1,249,875 | 5,063,281 | 4,775,202 |
Proposal 8For the purposes of ASX Listing Rule
10.14 and for all other purposes, to approve the grant of 8,000
stock options to purchase 8,000 shares of common stock to Michael
A. Carusi on the terms set out in the accompanying proxy
statement. This proposal was not approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 1,247,012 | 5,063,281 | 4,775,202 |
Proposal 9For the purposes of ASX Listing Rule
10.14 and for all other purposes, to approve the grant of 8,000
stock options to purchase 8,000 shares of common stock to Anne J.
Keating on the terms set out in the accompanying proxy statement.
This proposal was not approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 1,247,012 | 5,063,281 | 4,775,202 |
Proposal 10For the purposes of ASX Listing Rule
10.14 and for all other purposes, to approve the grant of 8,000
stock options to purchase 8,000 shares of common stock to Daniel
J. Moore on the terms set out in the accompanying proxy
statement. This proposal was not approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 1,773,300 | 4,536,993 | 4,775,202 |
Proposal 11For the purposes of ASX Listing Rule
10.14 and for all other purposes, to approve the grant of 8,000
stock options to purchase 8,000 shares of common stock to Oern R.
Stuge, M.D. on the terms set out in the accompanying proxy
statement. This proposal was not approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 1,773,243 | 4,537,049 | 4,775,202 |
Proposal 12For the purposes of ASX Listing Rule
7.1A and for all other purposes, to approve the issue of equity
securities up to 10% of the issued capital of the Company
(calculated in accordance with the formula prescribed in ASX
Listing Rule 7.1A) on the terms and conditions set out in the
accompanying proxy statement. This proposal was approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 6,255,318 | 54,815 | 4,775,202 |
Proposal 13For the purposes of ASX Listing Rule
7.2 (Exception 9) and for all other purposes, to approve the
issue and transfer of securities under the Companys 2011
Employee, Director and Consultant Equity Incentive Plan as an
exception to ASX Listing Rule 7.1. This proposal was approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 6,144,492 | 159,641 | 6,160 | 4,775,202 |
Proposal 14To authorize an adjournment of the
Annual Meeting, if necessary, if a quorum is present, to solicit
additional proxies if there are not sufficient votes in favor of
Proposals 1 through 13. This proposal was approved.
|
For |
Against |
Abstained |
BrokerNon-Vote |
|||
| 5,664,468 | 639,235 | 6,589 | 4,775,203 |