Vermillion, Inc. (NASDAQ:VRML) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security Holders.
On June 21, 2017, Vermillion, Inc. (the Company) held its
2017annual meeting of stockholders (the Annual Meeting). The
matters voted on at the Annual Meeting were:(1) the election of
seven director nominees, each to serve for a one-year term
expiring at the 2018 annual meeting of stockholders and until his
or her successor is elected and qualified; (2) an advisory vote
to approvethe compensation of the Companys named executive
officers as disclosed in the Companys definitive proxy statement
relating to the Annual Meeting (the Proxy Statement); (3)an
advisory vote on the frequency of future advisory votes to
approve the compensation of the Companys named executive
officers; and (4) the ratification of the selection of BDO USA,
LLP as the Companys independent registered public accounting firm
for the year ending December 31, 2017.As of the close of business
on the record date for the Annual Meeting, there were 56,089,245
shares of Company common stock, par value $0.001 per share,
issued and outstanding and entitled to vote.There were 44,437,407
shares present in person or by proxy at the Annual Meeting,
constituting a quorum.The final voting results were as follows:
Proposal 1.Election of Directors
NOMINEE |
FOR |
WITHHOLD |
BROKER NON-VOTES |
||
James S. Burns |
33,329,807 |
126,475 |
10,981,125 |
||
Veronica G.H. Jordan, Ph.D. |
33,330,858 |
125,424 |
10,981,125 |
||
James T. LaFrance |
33,331,802 |
124,480 |
10,981,125 |
||
Valerie B. Palmieri |
33,301,651 |
154,631 |
10,981,125 |
||
David R. Schreiber |
32,658,596 |
797,686 |
10,981,125 |
||
Carl Severinghaus |
33,330,798 |
125,484 |
10,981,125 |
||
Eric Varma, M.D. |
33,335,302 |
120,980 |
10,981,125 |
Based on the votes set forth above, each of the director nominees
was duly elected to serve for a one-year term expiring at the
Companys 2018annual meeting of stockholders and until his or her
successor is elected and qualified.
Proposal 2.Advisory Vote to Approve the Compensation of the
Companys Named Executive Officers
3, |
|||
FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
33,101,246 |
295,163 |
59,873 |
10,981,125 |
Based on the votes set forth above, the stockholders approved, on
a non-binding, advisory basis, the compensation of the Companys
named executive officers as disclosed in the Proxy Statement.
Proposal 3. Advisory Vote on the Frequency of Future Advisory
Votes to Approve the Compensation of the Companys Named Executive
Officers
The advisory vote on the frequency of future advisory votes to
approve the compensation of the Companys named executive
officersreceived the following votes:
0,750,820 |
||||
THREE YEARS |
TWO YEARS |
ONE YEAR |
ABSTENTIONS |
BROKER NON-VOTES |
641,527 |
619,898 |
32,161,150 |
33,707 |
10,981,125 |
In accordance with the results of this vote, the Board of
Directors of the Company determined to implement an advisory vote
to approve the compensation of the Companys named executive
officers every year until the next required vote on the frequency
of advisory votes on executive compensation. The Company is
required to hold such a vote on frequency every six years.
Proposal 4.Ratification of the Selection of Independent
Registered Public Accounting Firm
0,750,820 |
|||
FOR |
AGAINST |
ABSTENTIONS |
BROKER NON-VOTES |
44,385,387 |
6,147 |
45,873 |
0 |
Based on the votes set forth above, the stockholders ratified the
selection of BDO USA, LLP as the Companys independent registered
public accounting firm for the year ending December 31, 2017.
About Vermillion, Inc. (NASDAQ:VRML)
Vermillion, Inc. is a diagnostic service and bio-analytic solutions provider. The Company is engaged in the business of developing and commercializing diagnostic tests for gynecologic disease. It sells OVA1 risk of malignancy test for pelvic mass disease (OVA1). OVA1 is a blood test designed to, in addition to a physician’s clinical assessment of a woman with a pelvic mass, identify women who are at risk of having a malignant ovarian tumor prior to planned surgery. It developed OVA1 through pre-clinical studies in collaboration with various academic medical centers encompassing over 2,500 clinical samples. OVA1 is validated in a multi-center clinical trial encompassing approximately 30 sites reflective of the diverse nature of the clinical centers, at which ovarian adnexal masses are evaluated. Its ASPiRA LABS is a laboratory that provides diagnostic services using a biomarker-based diagnostic algorithm to inform clinical decision making and personalized treatment plans.