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Guardion Health Sciences (GHSI)

Employees
Data from SEC filings
Employee count
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 16, 2022, Guardion Health Sciences, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders (i) re-elected each of Robert N. Weingarten, Mark Goldstone, Donald A. Gagliano, M.D., Michaela Griggs and Bret Scholtes as members of the Company’s board of directors (the “Board”) to serve until Company’s next annual meeting of stockholders or until their successors are elected and qualified or until their earlier death, resignation or removal, (ii) ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 and (iii) approved an amendment to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares of common stock issuable thereunder to 10,000,000 shares.

The proposal to grant discretionary authority to the Company’s Board to amend the Company’s Certificate of Incorporation, as amended, to combine outstanding shares of the Company’s common stock into a lesser number of outstanding shares (the “Reverse Stock Split”) at a specific ratio within a range of no split to a maximum of a 1-for-30 split, with the exact ratio to be determined by the Board in its sole discretion was not approved by the requisite vote of a majority of the Company’s issued and outstanding shares. As previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 25, 2022, the Company received a written notice from Nasdaq that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2), indicating that the Company has until July 25, 2022 to regain compliance with the minimum closing bid price requirement, as may be extended for an additional 180 calendar day period, subject to the sole discretion of Nasdaq. The Company is considering scheduling a special meeting of stockholders to reconsider the Reverse Stock Split proposal and will provide information to its stockholders, when available.

Stockholders of record at the close of business on April 18, 2022 (the “Record Date”) were entitled to notice of and one vote for each share of common stock held by such stockholder. On the Record Date, there were 61,426,993 shares of common stock issued and outstanding, of which 25,625,789 shares of common stock were represented at the Meeting, or approximately 42% of the total outstanding shares of common stock on the Record Date, which was sufficient to constitute a quorum pursuant to the Company’s Second Amended and Restated Bylaws, as amended, and to transact business.

Set forth below are the final voting results for each of the proposals:

Proposal No. 1 – Election of directors

Robert N. Weingarten, Mark Goldstone, Donald A. Gagliano, M.D., Michaela Griggs and Bret Scholtes were elected to serve until the Company’s next annual meeting of stockholders or until their successors are elected and qualified, or until their earlier death, resignation or removal. The voting results were as follows:

DirectorVotes ForVotes
Withheld
Broker
Non-Votes
Robert N. Weingarten9,270,1203,838,84712,516,811
Mark Goldstone8,978,8644,130,10312,516,811
Donald Gagliano, M.D.9,619,1163,489,85112,516,811
Michaela Griggs9,708,3213,400,64612,516,811
Bret Scholtes9,479,4383,629,52912,516,811

Proposal No. 2 – Ratification of the appointment of the independent registered public accounting firm

The appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified. The voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
22,035,2921,926,58400

Proposal No. 3 – Approval of an amendment to the 2018 Plan to increase the number of shares of common stock issuable thereunder to 10,000,000 shares

Stockholders of the Company approved an amendment to the 2018 Plan to increase the number of shares of common stock issuable thereunder to 10,000,000 shares from 1,666,666 shares. The voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
6,856,5356,015,513236,91912,516,811

Proposal No. 4 – Approval of granting the Board discretionary authority to effectuate the Reverse Stock Split

Stockholders of the Company did not approve granting the Board discretionary authority to effectuate the Reverse Stock Split. The voting results were as follows:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
16,215,3138,923,044487,4210