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