06/16/2026 | Press release | Distributed by Public on 06/16/2026 15:00
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On June 11, 2026, the Company held its annual meeting of stockholders. A total of 34,041,545 shares of the Company's Class A common stock were present in person or represented by proxy at the meeting, representing approximately 77.0% of the Company's Class A common stock outstanding as of the April 17, 2026 record date. The voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company's proxy statement, are as follows:
Proposal 1 - Election of two Class III directors to hold office until the Company's annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified:
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Votes FOR |
Votes WITHHELD |
Broker Non-Votes |
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David Colpman |
25,384,500 |
1,708,821 |
6,948,224 |
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Kevin Rakin |
26,902,953 |
190,368 |
6,948,224 |
Accordingly, the nominees for Class III directors were elected.
Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026:
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Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes |
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33,866,728 |
174,255 |
562 |
- |
Accordingly, the Company's stockholders approved Proposal 2 set forth above.
Proposal 3 - Approval of the First Amendment to the Elutia Inc. Amended and Restated 2020 Incentive Award Plan:
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Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes |
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22,421,769 |
3,540,699 |
1,130,851 |
6,948,226 |
Accordingly, the Company's stockholders approved Proposal 3 set forth above.
Proposal 4 - Approval, on an advisory, non-binding basis of the compensation of the Company's named executive officers:
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Votes FOR |
Votes AGAINST |
Votes ABSTAINED |
Broker Non-Votes |
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25,617,864 |
336,249 |
1,139,206 |
6,948,226 |
Accordingly, the Company's stockholders approved Proposal 4 set forth above.
Proposal 5 - Approval, on an advisory, non-binding basis, of the frequency of future advisory say-on-pay votes:
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Every 1 Year |
Every 2 Years |
Every 3 Years |
Abstain |
Broker Non-Votes |
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20,932,402 |
1,849,469 |
4,161,721 |
149,728 |
6,948,225 |
Accordingly, the Company's stockholders recommended a frequency of "Every 1 Year" for Proposal 5 set forth above. Consistent with the results of the stockholder advisory vote on proposal 5, the Company's Board of Directors has determined that the Company will hold future stockholder advisory votes on executive compensation on an annual basis until the next shareholder advisory vote on the frequency of such advisory votes.