UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
General
On June 28, 2024, Oncocyte Corporation (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) virtually via live webcast at https://web.lumiconnect.com/259974801. Present at the Annual Meeting virtually or by proxy were holders of 10,894,536 shares of common stock of the Company, which represented 81.52% of the voting power of all shares of common stock of the Company as of April 29, 2024, the record date for the Annual Meeting.
Proposals
The shareholders of the Company voted on the following proposals at the Annual Meeting, as more fully described in the definitive proxy statement on Schedule 14A relating to the Annual Meeting, which was originally filed with the Securities and Exchange Commission on April 29, 2024 (the “Proxy Statement”):
| 1. | To elect the following four (4) director nominees to hold office until the next Annual Meeting of Shareholders or until their earlier death, resignation, or removal: Joshua Riggs, Andrew Arno, Andrew J. Last and Louis E. Silverman; | |
| 2. | To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024; and | |
| 3. | To approve, on a non-binding advisory basis, the Company’s named executive officer compensation for the year ended December 31, 2023. |
Voting Results
The final voting results for each of these proposals at the Annual Meeting are detailed below.
1. Election of Directors
| Shares Voted | ||||||
| Director Nominee | For | Withheld | Broker Non-Votes | |||
| Joshua Riggs | 7,979,657 | 5,669 | 2,738,143 | |||
| Andrew Arno | 7,977,289 | 6,829 | 2,738,143 | |||
| Andrew J. Last | 7,829,881 | 5,669 | 2,738,143 | |||
| Louis E. Silverman | 7,995,123 | 5,669 | 2,738,143 | |||
Based on the votes set forth above, each director nominee was duly elected to serve until the annual meeting of shareholders to be held in 2025 or until his earlier death, resignation, or removal.
2. Ratification of Appointment of Accounting Firm
| Shares Voted | ||||||
| For | Against | Abstained | Broker Non-Votes | |||
| 10,827,419 | 10,940 | 11,175 | 2,515,103 | |||
Based on the votes set forth above, the shareholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
3. Say On Pay Proposal
| Shares Voted | ||||||
| For | Against | Abstained | Broker Non-Votes | |||
| 8,124,929 | 20,342 | 11,123 | 4,208,243 | |||
Based on the votes set forth above, the shareholders approved, on a non-binding advisory basis, the Company’s named executive officer compensation for the year ended December 31, 2023.
Item 8.01. Other Events.
On July 1, 2024, the Board of Directors of the Company (the “Board”) determined that Mr. Arno qualifies as “independent” in accordance with Rule 5605(a)(2) of The Nasdaq Stock Market LLC (“Nasdaq”), as well as the additional independence standards for audit committee and compensation committee members, under Nasdaq Rule 5605(c)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and under Nasdaq Rule 5605(d)(2), respectively.
As such, the Company’s Chairman of the Board, Mr. Arno, is independent, and, as of July 1, 2024, the members of each standing committee are as follows:
| Name | Audit Committee | Compensation Committee | Nominating/Corporate Governance Committee | |||
| Andrew Arno | ✔ | ✔ | Chair | |||
| Andrew J. Last | Chair | ✔ | ✔ | |||
| Louis E. Silverman | ✔ | Chair | ✔ |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ONCOCYTE CORPORATION | ||
| Date: July 5, 2024 | By: | /s/ Joshua Riggs |
| Joshua Riggs | ||
| President and Chief Executive Officer | ||