8-K
filed June 22, 2023, 7:59 PM ET
ticker PVCT
CIK 0000315545
other material
confidence high
sentiment neutral
materiality 0.60
Provectus Biopharma stockholders authorize reverse stock split and reduce authorized shares
PROVECTUS BIOPHARMACEUTICALS, INC.
- Reverse stock split approved (321.7M for) at ratio of 1:10 to 1:50, Board to determine exact ratio.
- Authorized share reduction approved (325.4M for) decreasing authorized shares by same reverse split ratio.
- Directors elected: Bailey, Horowitz, Lacey, Pershing, Rodrigues – each with over 227M votes for.
- Ratification of Marcum LLP as independent auditor for 2023 passed with 354.4M votes for.
- Advisory vote on executive compensation approved (226.1M for); board will hold annual say-on-pay vote.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
PROVECTUS BIOPHARMACEUTICALS, INC. shareholders approved Advisory vote on the frequency of the advisory vote on executive compensation. at the 2023-06-21 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-06-21
Exact text from the filing
Proposal 3 . The Company’s stockholders approved a one-year frequency of the advisory vote on the compensation of the Company’s named executive officers. There were no broker non-votes with respect to the proposal. In light of the voting results on Proposal 3, the Company’s Board of Directors has determined that an advisory vote to approve the compensation of the Company’s named executive officers will be conducted every year, until the Company holds the next required stockholder advisory vote on the frequency of obtaining an advisory vote on named executive officer compensation. Number of Votes 1 Year 225,357,358 2 Years 4,889,414 3 Years 3,921,828 Abstain 5,756,165
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
PROVECTUS BIOPHARMACEUTICALS, INC. shareholders approved Ratification of Marcum LLP as independent registered public accounting firm for 2023. at the 2023-06-21 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-21
Exact text from the filing
Proposal 4 . The Company’s stockholders ratified the selection of Marcum LLP as the Company’s independent registered public accounting firm for 2023, consistent with the Board’s recommendation. There were no broker non-votes with respect to the proposal. Number of Votes For 354,414,074 Against 1,760,851 Abstention 553,922
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
PROVECTUS BIOPHARMACEUTICALS, INC. shareholders approved Advisory vote on the compensation of the Company’s named executive officers. at the 2023-06-21 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-21
Exact text from the filing
Proposal 2 . The Company’s stockholders approved the advisory vote on the compensation of the Company’s named executive officers, consistent with the Board’s recommendation. There were 116,804,082 broker non-votes with respect to the proposal. Number of Votes For 226,093,665 Against 9,461,763 Abstention 4,369,337
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
PROVECTUS BIOPHARMACEUTICALS, INC. shareholders approved Election of directors for a one-year term. at the 2023-06-21 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-21
Exact text from the filing
Proposal 1 . The Company’s stockholders elected the following directors for a term of one-year, consistent with the recommendation of the Company’s board of directors (the “Board”). There were 116,804,082 broker non-votes with respect to the proposal. Name of Candidate Number of Votes For Withhold Authority Webster Bailey 236,246,350 3,678,415 Bruce Horowitz 227,745,308 12,179,457 John Lacey, III, M.D. 229,468,606 10,456,259 Ed Pershing, CPA 236,214,269 3,710,496 Dominic Rodrigues 227,932,827 11,991,938
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
PROVECTUS BIOPHARMACEUTICALS, INC. shareholders approved Authorize the Board to amend the Certificate of Incorporation to decrease the number of authorized shares of common stock and preferred stock by the same reverse stock split ratio determined by the Board, contingent on approval of Proposal 5. at the 2023-06-21 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-21
Exact text from the filing
Proposal 6 . The Company’s stockholders authorized the Board, given the Company’s stockholders’ approval of Proposal 5, to amend the Company’s Certificate of Incorporation, as amended by the Certificates of Designation, to decrease the number of authorized shares of the Company’s common stock and preferred stock by the same reverse stock split ratio determined by the Board, consistent with the Board’s recommendation. There were no broker non-votes with respect to the proposal. Number of Votes For 325,415,362 Against 17,597,706 Abstention 13,715,779
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.99
PROVECTUS BIOPHARMACEUTICALS, INC. shareholders approved Authorize the Board to amend the Certificate of Incorporation to effect a reverse stock split of common stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock at a ratio between 1-for-10 and 1-for-50, with ratio determined by the Board. at the 2023-06-21 meeting.
- Proposal
- reverse split
- Outcome
- passed
- Meeting
- 2023-06-21
Exact text from the filing
Proposal 5 . The Company’s stockholders authorized the Board to amend the Company’s Certificate of Incorporation, as amended by the Certificate of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series D-1 Convertible Preferred Stock (the “Certificates of Designation”), to effect a reverse stock split of the Company’s common stock, Series D Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock at a ratio of between 1-for-10 and 1-for-50, where the ratio would be determined by the Board at its discretion, and to make corresponding amendments to the Certificates of Designation to provide for the proportional adjustment of certain terms upon a reverse stock split, consistent with the Board’s recommendation. There were no broker non-votes with respect to the proposal. Number of Votes For 321,704,418 Against 28,885,597 Abstention 6,138,832
View on SEC.gov
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