Microbot Medical Inc.
06/11/2025 | Press release | Distributed by Public on 06/11/2025 05:31
Proxy Results, Corporate Action, Amendments to Bylaws (Form 8-K)
| Item 3.03 | Material Modification to Rights of Security Holders. |
On June 10, 2025 (the "Effective Time"), in keeping with stockholder approval obtained at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Microbot Medical Inc. (the "Company"), discussed further below in this Current Report on Form 8-K, the Company filed with the State of Delaware a Certificate of Amendment to the Company's Restated Certificate of Incorporation, as amended, which increased the total number of shares of common stock, par value $0.01 per share (the "Common Stock") authorized for issuance to 120,000,000 shares, with a corresponding increase in the total authorized shares from 61,000,000 to 121,000,000.
Immediately after the Effective Time, the Company had 121,000,000 shares of authorized stock, consisting of (i) 120,000,000 shares of Common Stock, and (ii) 1,000,000 shares of undesignated preferred stock.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
The information set forth in Item 3.03 above is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting was held on June 10, 2025. At the Annual Meeting, the Company's stockholders voted on the following seven 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 April 29, 2025.
| Proposal 1: | Election of the three nominees listed below to serve as Class I Directors on the Board of Directors of the Company until the 2028 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 | |||
| Harel Gadot | 3,610,863 | 482,578 | 10,068,989 | |||
| Martin Madden | 3,447,329 | 646,112 | 10,068,989 | |||
| Tal Wenderow | 3,048,041 | 1,045,400 | 10,068,989 |
| Proposal 2: | 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 | |||
| 3,416,128 | 614,381 | 62,932 | 10,068,989 |
| Proposal 3: | 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 | ||||
| 3,352,453 | 121,055 | 402,485 | 217,448 | 10,068,989 |
Microbot Medical Inc. published this content on June 11, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 11, 2025 at 11:31 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io