Ernexa Therapeutics Inc.

06/02/2025 | Press release | Distributed by Public on 06/02/2025 14:31

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective June 2, 2025, Ernexa Therapeutics Inc. (the "Company"), filed a certificate of amendment to the Company's Restated Certificate of Incorporation, as amended (the "Amended COI") with the Secretary of State of Delaware to increase the authorized shares of its common stock from 100,000,000 to 150,000,000.

Additionally, effectively June 2, 2025, the Company filed a certificate of amendment to its Amended COI with the Secretary of State of Delaware to allow for action required or permitted to be taken by stockholders of the Company to be effected by written consent of such stockholders in addition to duly called annual or special meetings of such stockholders.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 2, 2025, the Company held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). The final voting results for the proposals submitted to a vote of the Company's stockholders at the Annual Meeting are as follows:

Proposal 1: Each of the director nominees identified below were elected to the Board of Directors of the Company to hold office until the Company's 2026 Annual Meeting of Stockholders or until their respective successors are elected and qualified, by the votes set forth below.

Votes Votes Broker
Director For Withheld Non-Votes
James Bristol 51,300,570 159,915 3,019,528
Peter Cicala 51,295,312 165,173 3,019,528
Sanjeev Luther 51,319,468 141,017 3,019,528
Elena Ratner 51,300,842 159,643 3,019,528
William Wexler 51,299,043 161,442 3,019,528

Proposal 2: The Company's stockholders ratified, by the votes set forth below, the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the 2025 fiscal year.

Votes Votes
For Against Abstentions
54,086,486 299,159 94,368

Proposal 3: The Company's stockholders approved a non-binding advisory resolution regarding the compensation of our named executive officers, by the votes set forth below.

Votes Votes Broker
For Against Abstentions Non-Votes
51,173,104 244,992 42,389 3,019,528

Proposal 4: The Company's stockholders approved, on a non-binding advisory basis, three years as the frequency of future voting on the non-binding advisory vote regarding the compensation of our named executive officers, by the votes set forth below.

Broker
1 Year 2 Years 3 Years Abstain Non-Votes
845,452 3,563,320 46,931,307 120,406 3,019,528
Ernexa Therapeutics Inc. published this content on June 02, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on June 02, 2025 at 20:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]