SECURITIES AND EXCHANGE COMMISSION
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|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.|
(e) Compensatory Arrangements of Certain Officers.
At the 2021 Annual Meeting of Stockholders held on October 21, 2021 (the “Annual Meeting”) of Avid Bioservices, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s 2018 Omnibus Incentive Plan to increase the number of shares of the Company’s common stock reserved for issuance under the 2018 Omnibus Incentive Plan by 3,400,000 shares (as so amended, the “Amended 2018 Plan”).
The Amendment previously had been approved by the Compensation Committee of the Company’s Board of Directors (the “Committee”) on July 28, 2021, subject to stockholder approval. The Amendment became effective immediately upon stockholder approval at the Annual Meeting.
Persons eligible to receive Awards under the Amended 2018 Plan will continue to include all employees, officers, non-employee directors of, and consultants to, the Company or an affiliate, as determined by the Committee.
This summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit A to the Company’s Definitive Proxy Statement for its 2021 Annual Stockholders Meeting filed with the Securities and Exchange Commission on August 27, 2021 and incorporated herein by this reference. In addition, a more detailed summary of the Amended 2018 Plan can be found in such Definitive Proxy Statement, under “Proposal No. 4: Approval of Amendment to the Avid Bioservices, Inc. 2018 Omnibus Incentive Plan.”
|Item 5.07||Submission of Matters to a Vote of Security Holders.|
At the Annual Meeting, of the 61,341,484 shares of the Company’s common stock outstanding (as of the record date of August 24, 2021) and entitled to vote, 50,880,508 shares were present in-person or represented by proxy, representing approximately 83% of the total outstanding shares entitled to vote. The final voting results of each proposal voted on at the Annual Meeting are set forth below. For more information about the proposals set forth below, please refer to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on August 27, 2021.
Proposal No. 1: Election of Directors
The Company’s stockholders elected each of the seven nominees named below to serve on the Company’s Board of Directors until the Company’s 2022 Annual Meeting of Stockholders. The votes were as follows:
|Esther M. Alegria, Ph.D.||42,541,578||632,081||7,706,849|
|Joseph Carleone, Ph.D.||42,937,302||236,357||7,706,849|
|Nicholas S. Green||43,030,509||143,150||7,706,849|
|Richard B. Hancock||43,030,542||143,117||7,706,849|
|Catherine J. Mackey, Ph.D.||42,137,290||1,036,369||7,706,849|
|Gregory P. Sargen||42,144,235||1,029,424||7,706,849|
|Jeanne A. Thoma||43,017,758||155,901||7,706,849|
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2022. The votes were as follows:
|Votes For||Votes Against||Abstain|
Proposal No. 3: To Approve, On an Advisory Basis, the Compensation of the Named Executive Officers
The Company’s stockholders approved, on an advisory basis, a non-binding resolution approving the compensation of the named executive officers as disclosed in the Company’s Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders. The votes were as follows:
|Votes For||Votes Against||Abstain||Broker Non-Votes|
Proposal No. 4: To Approve an Amendment to the Company’s 2018 Omnibus Incentive Plan
The Company’s stockholders approved an amendment to the Company’s 2018 Omnibus Incentive Plan to increase the number of shares of the Company’s common stock reserved for issuance under the 2018 Omnibus Incentive Plan, as amended, by 3,400,000 shares. The votes were as follows:
|Votes For||Votes Against||Abstain||Broker Non-Votes|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|AVID BIOSERVICES, INC.|
|Date: October 22, 2021||By:||/s/ Daniel R. Hart|
|Daniel R. Hart|
|Chief Financial Officer|