Yield10 Bioscience Inc.

11/22/2024 | Press release | Distributed by Public on 11/22/2024 09:40

Proxy Results Form 8 K

Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 8, 2024, Yield10 Bioscience, Inc. (the "Company") convened and adjourned a Special Meeting of Stockholders ("Special Meeting") without any business being conducted, due to a lack of sufficient votes in favor of the key proposals related to the Asset Sale to Nuseed Nutritional US Inc. ("Nuseed") and the Company's Dissolution. To pass these proposals, more than 50% of the shares of common stock outstanding and entitled to vote as of the close of business on October 3, 2024 (the record date of the Special Meeting) must be voted in favor of the key Proposals 1 and 2. The Special Meeting was adjourned to 11:00 a.m., Eastern Time, on Thursday, November 21, 2024 ("Adjourned Meeting"), to allow additional time for Yield10's stockholders to vote on the proposals set forth in Yield10's definitive proxy statement filed with the Securities and Exchange Commission on October 16, 2024. As of October 3, 2024, the record date for the Special Meeting, there were 665,789 shares of the Company's common stock outstanding and entitled to vote.
At the Adjourned Meeting, the holders of 443,749 shares of the Company's common stock were present in person or represented by proxy, which represented 66.65% of the total shares entitled to vote at the Adjourned Meeting. A summary of the matters voted upon by the stockholders at the Adjourned Meeting, each of which is described in the Company's definitive proxy statement and the final voting results for each matter are set forth below.
Proposal 1 - Sale of Assets:
Stockholders representing more than 50% of the shares off common stock outstanding and entitled to vote did not approve the sale of substantially all of the assets of the Company, pursuant to the Asset Purchase Agreement with Nuseed dated October 1, 2024. The voting results for this proposal were as follows:
Votes For Votes Against Abstentions
268,785 64,894 791
Proposal 2 - Liquidation and Dissolution:
Stockholders representing more than 50% of the shares off common stock outstanding and entitled to vote did not approve the liquidation and dissolution of the Company, pursuant to the Plan of Complete Liquidation and Dissolution (the "Plan of Dissolution"), which authorizes the Company to liquidate and dissolve the Company following completion of the asset sale to Nuseed in accordance with the Plan of Dissolution. The voting results for this proposal were as follows:
Votes For Votes Against Abstentions
267,686 65,775 1,009
Proposal 3 - Adjournment of Special Meeting:
Stockholders approved an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event that there were insufficient votes in favor of Proposal 1 and Proposal 2. The voting results for this proposal were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
267,326 65,016 2,128 109,279
Proposal 4 - Authorization of Decrease in the Authorized Shares of Common Stock:
Stockholders authorized the Board of Directors to amend the Amended and Restated Certificate of Incorporation, as amended, to effect a decrease in the authorized shares of the Company's common stock from 150,000,000 to 2,000,000. The voting results for this proposal were as follows::
Votes For Votes Against Abstentions
361,795 79,048 2,906