Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 1, 2021, MoSys, Inc. (the "Company" or "MoSys") held its previously
adjourned Special Meeting of Stockholders ("Special Meeting"). The Special
Meeting was held virtually to vote on four proposals, each of which is described
in more detail in the definitive proxy statement filed with the U.S. Securities
and Exchange Commission on October 18, 2021 (as supplemented, the "Proxy
Statement"). Only stockholders of record as of the close of business on October
14, 2021 (the "Record Date") were entitled to vote at the Special Meeting. As of
the Record Date, 8,685,635 shares of the Company's common stock ("Common Stock")
were issued, outstanding and entitled to vote, of which 3,703,972 shares were
represented, in person or by proxy, and constituted a quorum for purposes of the
Special Meeting. The results of the stockholder vote on each proposal brought
before the meeting were as follows:
(a) Proposal 1. The approval of the issuance of up to 15,000,000 shares of
Common Stock prior to effecting any reverse split of the Common Stock, in
connection with a proposed arrangement (the "Arrangement") with Peraso
Technologies Inc. ("Peraso"), pursuant to which MoSys will acquire Peraso, in
accordance with the requirements of the Nasdaq Stock Market LLC together with
the approval of the entirety of transactions contemplated by the Arrangement
including the change of control, was approved based upon the following votes:
Broker
Votes For Votes Against Abstentions Non-Votes
1,776,100 103,851 20,100 1,803,921
(b) Proposal 2. The adoption of an amendment to the Restated Certificate of
Incorporation, as amended, of MoSys to implement a reverse stock split of the
issued and outstanding shares of Common Stock by a ratio of up to 1-for-3, with
the exact ratio of the reverse stock split to be determined by the MoSys board
of directors, was not approved based upon the following votes:
Broker
Votes For Votes Against Abstentions Non-Votes
3,099,873 569,227 34,872 -
(c) Proposal 3. The approval of an amendment and restatement to the MoSys 2019
Stock Incentive Plan, as more fully described in the Proxy Statement, was
approved based upon the following votes:
Broker
Votes For Votes Against Abstentions Non-Votes
1,497,559 376,924 25,568 1,803,921
(d) Proposal 4. The approval of a postponement or adjournment of the Special
Meeting, if necessary, to solicit additional proxies if there are not sufficient
votes in favor of the proposals set forth above or in the absence of quorum, was
approved based upon the following votes:
Broker
Votes For Votes Against Abstentions Non-Votes
3,240,736 436,223 27,013 -
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