Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
The material terms and conditions of the A&R 2018 Plan are described under
"Proposal 3: Approval of the Amendment and Restatement of the
The above and the incorporated description of the A&R 2018 Plan are qualified in their entirety by reference to the A&R 2018 Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal 1 - Election of three Class II directors to serve until the 2026 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.
NOMINEES Votes FOR Votes WITHHELD Broker Non-Votes Juan Andres 75,541,292 4,770,155 5,270,495 Julie H. McHugh 77,186,686 3,124,761 5,270,495 Robert L. Rosiello 73,886,184 6,425,263 5,270,495
Proposal 2 - Ratification of the appointment of
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 85,573,552 2,378 6,012 0
Proposal 3 - Approval of an amendment and restatement of the 2018 Plan to increase the number of shares of Common Stock available for issuance thereunder and to extend the term of the 2018 Plan.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 53,362,738 26,940,374 8,335 5,270,495
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Proposal 4 - Approval of amendments to the Company's restated certificate of incorporation to effect a reverse stock split of its Common Stock at a ratio ranging from any whole number between 1-for-2 and 1 for-20, as determined by the Board in its discretion, subject to the Board's authority to abandon such amendments.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 85,484,552 94,923 2,467 0
Proposal 5 - Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 4.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
85,355,989 222,866 3,087 0
Based on the foregoing votes,
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1Evelo Biosciences, Inc. 2018 Incentive Award Plan, as amended and restated 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL document
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