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PRPO Precipio

Shareholder alignment

Proxy contests and exempt solicitations in last 3 years

No recent proxy contest or exempt solicitation filings from shareholders.

Vote support at last AGM


On June 18, 2021, Precipio, Inc. (the “Company”) convened its Annual Meeting of shareholders for the purpose of holding a stockholder vote (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company voted to:

(1)To elect Kathleen D. LaPorte and Ron A. Andrews as Class III directors for terms to expire in 2024 (“Proposal One”);


(2)To hold an advisory (non-binding) vote to approve named executive compensation (“Proposal Two”);


(3)To hold an advisory (non-binding) vote on the frequency of future advisory votes on executive compensation (“Proposal Three”);


(4)To approve an amendment to and restatement of the Company’s 2017 Stock Option and Incentive Plan (the “2017 Plan”) to increase the number of shares authorized for issuance under the 2017 Plan by 925,000 shares (“Proposal Four – Amendment No 1 to the 2017 Plan”);


(5)To approve an amendment to and restatement of the 2017 Plan to remove the limitation on the number of Stock Options or Stock Appreciation Rights (as such term is defined the 2017 Plan) that may be issued to any one individual grantee during any one calendar year (“Proposal Five - Amendment No 2 to the 2017 Plan”);


(6)To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2021; and


(7)To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.


The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2021.

The number of shares of common stock entitled to vote at the Annual Meeting was 18,133,063. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 9,470,286 representing 52.22% of the total number outstanding shares of the Company.

Proposals 1-6 submitted to a vote of the Company’s stockholders at the Annual Meeting were approved.

The votes cast with respect to each matter voted upon are set forth below.

Proposal 1: To elect Kathleen D. LaPorte and Ron A. Andrews as Class III directors for terms to expire in 2024

Votes ForVotes AgainstWithheldBrokers Non-Votes
Total Shares Voted4,843,262077,0434,549,981






Kathleen D. LaPorte

Votes ForVotes AgainstWithheldBrokers Non-Votes
Total Shares4,807,906112,3994,549,981


Ron A. Andrews

Votes ForVotes AgainstWithheldBrokers Non-Votes
Total Shares4,836,92183,3844,549,981


Proposal 2: To hold an advisory (non-binding) vote to approve named executive compensation as set forth in the Proxy Statement, was as follows:

Votes ForVotes AgainstAbstainBrokers Non-Votes
Total Shares4,549,014265,840105,4514,549,981


Proposal 3: To hold an advisory (non-binding) vote on the frequency of future advisory votes on executive compensation as set forth in the Proxy Statement, was as follows:

1 Year2 Years3 YearsAbstain
Total Shares1,005,04681,6473,735,32298,290


Proposal 4: To approve an amendment to and restatement of the Company’s 2017 Stock Option and Incentive Plan (the “2017 Plan”) to increase the number of shares authorized for issuance under the 2017 Plan by 925,000 shares as set forth in the Proxy Statement was as follows:

Votes ForVotes AgainstAbstainBrokers Non-Votes
Total Shares3,718,4501,144,70757,1484,549,981


Proposal 5: To approve an amendment to and restatement of the 2017 Plan to remove the limitation on the number of Stock Options or Stock Appreciation Rights (as such term is defined the 2017 Plan) that may be issued to any one individual grantee during any one calendar year as set forth in the Proxy Statement was as follows:

Votes ForVotes AgainstAbstainBrokers Non-Votes
Total Shares3,746,2621,105,98268,0614,549,981


Proposal 6: proposal to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2021 as set forth in the Proxy Statement, was as follows:

Votes ForVotes AgainstAbstentions
Total Shares9,213,571235,02921,686