Lifecore Biomedical Inc.

11/08/2024 | Press release | Distributed by Public on 11/08/2024 15:35

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 7, 2024, Lifecore Biomedical. Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). As of the close of business on October 4, 2024, the record date for the Annual Meeting (the "Record Date"), there were (i) 36,855,072 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") outstanding and entitled to vote at the Annual Meeting, (ii) 44,067 shares of the Company's Series A Convertible Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock") outstanding, (iii) 44,067 shares of Series A Preferred Stock entitled to vote on the Series A Preferred Director (as defined below), and (iv) 44,067 shares of Series A Preferred Stock entitled to vote on an as-converted basis (voting together with the holders of shares of Common Stock as one class), subject to the applicable conversion limits, on the other applicable nominees and proposals (representing, on an as-converted basis, the equivalent of 5,889,404 shares of Common Stock). The three proposals presented to the stockholders of the Company at the Annual Meeting were:
(1)To elect five director nominees to serve for a term expiring at the 2025 Annual Meeting and until their successors are duly elected and qualified, with four such nominees to be elected by holders of Common Stock and holders of the Series A Preferred Stock, voting together as a single class, and one nominee to be elected solely by holders of the Series A Preferred Stock (the latter, the "Series A Preferred Director").
(2)To ratify the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending May 25, 2025.
(3)To approve a non-binding advisory proposal on the executive compensation of the Company's named executive officers.
1. Stockholders elected five director nominees and the voting results were as follows:
Directors Elected by All Stockholders Votes For Votes Against Votes Withheld Broker Non-Votes
Matthew Korenberg 23,645,673 191,321 12,392 7,498,295
Humberto Antunes 23,712,493 124,501 12,392 7,498,295
Nelson Obus 21,721,070 2,115,224 13,092 7,498,295
Katrina Houde 20,973,514 2,827,981 47,891 7,498,295
Director Elected by the Series A Preferred Stockholders Votes For Votes Against Votes Withheld Broker Non-Votes
Christopher Kiper 34,970 - - -
As a result of the foregoing voting results, each of the foregoing directors was appointed to the Board of Directors of the Company to serve for a term expiring at the 2025 Annual Meeting and until their successors are duly elected and qualified, with four such nominees elected by holders of Common Stock and holders of the Series A Preferred Stock, voting together as a single class, and the Series A Preferred Director elected solely by holders of the Series A Preferred Stock.
2. Stockholders ratified the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending May 25, 2025, with votes as follows:
For Against Abstain
31,279,291 29,609 38,781
3. Stockholders approved the compensation paid to the Company's named executive officers (in the form of a non-binding, advisory vote), with votes as follows:
For
Against
Abstain
Broker Non-Votes
23,645,284 163,003 41,099 7,498,295