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Item 5.07 Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders (the “Annual Meeting”) of Microbot Medical Inc. (the “Company”) was held on November 2, 2023. At the Annual Meeting, the Company’s stockholders voted on the following five proposals and cast their votes as described below. The proposals are described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 19, 2023 (the “Proxy Statement”).
Proposal 1: | Election of the two nominees listed below to serve as Class II Directors on the Board of Directors of the Company until the 2026 Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified: |
Name | Number of Votes Cast in Favor | Number of Votes Withheld | Broker Non-Votes | |||||||||
Scott Burell | 3,151,413 | 656,060 | 2,629,648 | |||||||||
Aileen Stockburger | 3,287,071 | 520,402 | 2,629,648 |
Proposal 2: | The approval of an amendment to the Company’s 2020 Omnibus Performance Award Plan, to increase the number of authorized shares of common stock reserved for issuance by 600,000, from 1,420,652 to 2,020,652: |
Number of Votes Cast in Favor | Number of Votes Cast Against | Number of Votes Abstained | Broker Non-Votes | |||||||||||
2,193,713 | 1,563,087 | 50,673 | 2,629,648 |
Proposal 3: | The approval of a non-binding advisory resolution supporting the compensation of the Company’s named executive officers: |
Number of Votes Cast in Favor | Number of Votes Cast Against | Number of Votes Abstained | Broker Non-Votes | |||||||||||
2,197,751 | 1,547,396 | 62,326 | 2,629,648 |
Proposal 4: | The approval of a non-binding advisory resolution regarding the frequency of future non-binding advisory votes related to named executive officer compensation: |
One Year | Two Years | Three Years | Number of Votes Abstained | Broker Non-Votes | ||||||||||||||
2,201,561 | 86,486 | 1,383,749 | 135,677 | 2,629,648 |
Proposal 5: | The ratification of Brightman Almagor Zohar & Co., a Member of Deloitte Touche Tohmatsu Limited, or its U.S. affiliate, as the Company’s independent registered public accounting firm for the year ending December 31, 2023: |
Number of Votes Cast in Favor | Number of Votes Cast Against | Number of Votes Abstained | Broker Non-Votes | |||||||||||
6,100,498 | 74,658 | 261,965 | 0 |
At the Annual Meeting, the Company’s stockholders held an advisory vote to approve the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers (say-on-pay). As reported above, the stockholders representing a majority of the votes cast approved, on a non-binding, advisory basis, a one-year frequency for future say-on-pay advisory votes. Accordingly, the Company’s board of directors determined that the Company will hold a say-on-pay advisory vote every one year.
Item 9.01 Financial Statements and Exhibits
Exhibit | Description | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 thereunto duly authorized.
MICROBOT MEDICAL INC. | ||
By: | /s/ Harel Gadot | |
Name: | Harel Gadot | |
Title: | Chief Executive Officer, President and Chairman |
Date: November 6, 2023