Vivos Therapeutics Inc.

11/27/2024 | Press release | Distributed by Public on 11/27/2024 16:25

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 26, 2024, Vivos Therapeutics, Inc. (the "Company") conducted its 2024 annual meeting of stockholders (the "Annual Meeting"). The number of shares of common stock of the Company entitled to vote at the Annual Meeting was 4,765,300 shares outstanding as of the October 4, 2024 record date (the "Voting Stock"). No other shares of the Company's capital stock were entitled to vote at the Annual Meeting.

The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was approximately 2,695,565 shares of Voting Stock, constituting a quorum. At the Annual Meeting, the Company's stockholders:

(i) elected each of R. Kirk Huntsman, Dr. Ralph Green, Anja Krammer, Mark Lindsay, Leonard Sokolow and Dr. Matthew Thompson (collectively, the "Director Nominees") to serve as directors on the Company's Board of Directors (the "Board") for a one-year term that expires at the 2025 Annual Meeting of Stockholders, or until their earlier death, resignation or removal and their successors are elected and qualified;
(ii) approved and adopted the Company's proposed 2024 Omnibus Equity Incentive Plan (the "2024 Plan") and the issuance of contingent awards under the 2024 Plan to certain Company officers, employees and consultants; and
(iii) ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

Proposal No. 1 - Election of Directors

R. Kirk Huntsman, Dr. Ralph Green, Anja Krammer, Mark Lindsay, Leonard Sokolow and Dr. Matthew Thompson were each elected as a director to serve for a one-year term that expires at the 2025 annual meeting of stockholders or until a successor is elected and qualified or until her or his earlier death, incapacity, removal or resignation. The voting results were as follows:

Nominee Shares Voted For Shares Withheld Broker Non-Vote
R. Kirk Huntsman 1,123,786 155,299 1,415,480
Dr. Ralph Green 1,086,059 193,026 1,415,480
Anja Krammer 1,092,052 187,033 1,415,480
Mark Lindsay 1,124,404 155,081 1,415,480
Leonard Sokolow 1,092,216 186,689 1,415,480
Dr. Matthew Thompson 1,104,743 174,342 1,415,480

Proposal No. 2 - Approval of Company's Proposed 2024 Omnibus Equity Incentive Plan and Contingent Awards

Approved and adopted the Company's proposed 2024 Omnibus Equity Incentive Plan (the "2024 Plan") and the issuance of contingent awards under the 2024 Plan to certain Company officers, employees and consultants. The voting results were as follows:

Shares Voted For Shares Voted Against Shares Abstaining Broker Non-Vote
957,268 313,560 17,747 1,415,480

Proposal No. 3 - Ratification of the appointment of independent registered public accounting firm

Appointment by the Company's audit committee of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified. The voting results were as follows:

Shares Voted For Shares Voted Against Shares Abstaining Broker Non-Vote
2,496,723 162,219 35,623 n/a