Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On January 17, 2023, Modular Medical, Inc. (the "Company") held its annual meeting of shareholders for the fiscal year ended March 31, 2022 (the "Annual Meeting"), and a quorum for the transaction of business was present in person virtually or represented by proxy. The Company's shareholders voted on six proposals, which are described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on December 20, 2022.
(b) Voting results were as follows:
· Proposal 1 - Election of directors to serve until the next annual meeting of
shareholders.
For Withheld Broker Non-Vote
Paul DiPerna 6,316,874 24,074 1,473,940
William Febbo 6,223,061 118,517 1,473,940
Steven Felsher 6,085,541 256,037 1,473,940
Morgan Frank 6,316,874 24,074 1,473,940
Philip Sheibley 6,337,468 4,110 1,473,940
Carmen Volkart 6,232,034 109,544 1,473,940
Ellen O'Connor Vos 6,060,874 280,704 1,473,940
All of the foregoing candidates were elected to serve as directors until the next annual meeting of shareholders and until the election and qualification of her or his successor or earlier resignation or removal.
· Proposal 2 - Amendment of the Amended 2017 Equity Incentive Plan to increase
the number of shares currently reserved for issuance thereunder by 2,000,000
shares.
For Against Abstain Broker Non-Vote
6,135,990 156,846 48,742 1,437,940
· Proposal 3 - Approval, on an advisory basis, of the executive compensation of
the Company's named executive officers.
For Against Abstain Broker Non-Vote
6,263,648 28,468 49,462 1,473,940
· Proposal 4 - Recommendation, on a non-binding advisory basis, on the
frequency of future advisory votes on the compensation of the Company's named
executive officers.
One Year Two Years Three Years Abstain
671,818 4,799 5,664,961 -
· Proposal 5 - Ratification of the audit committee's appointment of Farber Hass
Hurley LLP as the Company's independent registered public accounting firm for
the fiscal year ending March 31, 2023.
For Against Abstain Broker Non-Vote
7,814,759 39 720 -
· Proposal 6 - Approval of one or more adjournments of the Annual Meeting.
For Against Abstain Broker Non-Vote
7,659,802 155,549 167 -
On the basis of the voting results, the proposals to (i) amend the Amended 2017 Equity Incentive Plan to increase the number of shares currently reserved for issuance thereunder by 2,000,000 shares; and (ii) ratify the audit committee's appointment of Farber Hass Hurley LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2023 were adopted.
On the basis of the voting results, shareholders also voted a sufficient number of non-binding advisory votes to recommend that the frequency of the advisory vote on the compensation of the Company's named executive officers be held every 3 years and approve, on an advisory basis, the compensation of the Company's named executive officers.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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