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CBMX > SEC Filings for CBMX > Form 8-K on 28-Jun-2013All Recent SEC Filings

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Form 8-K for COMBIMATRIX CORP


28-Jun-2013

Submission of Matters to a Vote of Security Holders


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

The Company held its 2013 annual meeting of stockholders on June 27, 2013. The following proposals were approved according to the following final voting results:

1. To elect the six (6) directors named in the proxy statement to serve until the 2014 annual meeting of stockholders and until their successors have been duly elected and qualified:

Director Candidate                For     Withheld   Broker Non-Votes

Mark McDonough                  430,488     20,945          1,440,750
R. Judd Jessup                  424,089     27,344          1,440,750
Richard D. Hockett, Jr., M.D.   429,418     22,015          1,440,750
Scott Gottlieb, M.D.            441,349     10,084          1,440,750
Wei Richard Ding                422,633     28,800          1,440,750
Jeremy M. Jones                 441,506      9,927          1,440,750

2. To ratify the terms and issuance of the Company's Series B 6% Convertible Preferred Stock ("Series B Stock"), and to approve the issuance of such number of shares of Common Stock issuable upon conversion of the Series B Stock, including shares issuable pursuant to the anti-dilution and redemption provisions of the Series B Stock, exceeding 19.99% of outstanding Common Stock:

For                  382,675   84.77 %
Against               58,600   12.98 %
Abstain               10,158    2.25 %
Broker Non-Votes   1,440,750       -

3. To ratify the terms and issuance of the Company's Series C 6% Convertible Preferred Stock ("Series C Stock"), and to approve the issuance of such number of shares of Common Stock issuable upon conversion of the Series C Stock and upon exercise of certain warrants issued to the purchasers of the Series C Stock, including shares issuable pursuant to the anti-dilution and dividend provisions of the Series C Stock, exceeding 19.99% of outstanding Common Stock:

For                  384,005   85.06 %
Against               57,561   12.75 %
Abstain                9,867    2.19 %
Broker Non-Votes   1,440,750       -

4. To approve on an advisory basis the compensation of the Company's named executive officers:

For                  393,982   87.27 %
Against               55,970   12.40 %
Abstain                1,481    0.33 %
Broker Non-Votes   1,440,750       -

5. To approve on an advisory basis the frequency of conducting future stockholder advisory votes on named executive officer compensation:

One Year              61,547
Two Years             42,331
Three Years          344,210
Abstain                3,345
Broker Non-Votes   1,440,750

6. To approve the amendment and restatement of the Company's 2006 Stock Incentive Plan to increase the number of shares of Common Stock available for grant thereunder by 200,000 shares, from 655,721 shares to 855,721 shares:

For                  368,507   81.63 %
Against               80,836   17.91 %
Abstain                2,090    0.46 %
Broker Non-Votes   1,440,750       -

7. To ratify the appointment of Haskell & White LLP as the Company's independent registered public accounting firm for 2013:

For                1,795,780   94.90 %
Against               36,615    1.94 %
Abstain               59,788    3.16 %
Broker Non-Votes           0       -

In light of the advisory voting results with respect to the frequency of future stockholder advisory votes on named executive officer compensation, the Company's Board of Directors has decided that the Company will hold an advisory vote on the compensation of named executive officers every three years until the next required advisory vote on the frequency of future stockholder advisory votes on the compensation of named executive officers. The Company is required to hold advisory votes on frequency every six years.


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