What is the quorum for the Special Meeting?
The presence, in person or by proxy, of the holders of not less than one-third in voting power of the outstanding shares of stock entitled to vote at the meeting is necessary for the transaction of business at the Special Meeting. This is called a quorum.
What
is the voting requirement to approve the proposal?
The Reverse Stock Split Proposal will be approved if a majority in voting power of the shares of stock of
the Company entitled to vote thereon vote in favor of the Reverse Stock Split Proposal.
Please refer to the discussion above under
“When is the record date and who is entitled to vote?” for a description of the Series C Preferred Stock, which is entitled to be voted together with the Common Stock and Series A Preferred Stock as a single class on the Reverse Stock Split Proposal.
Shares of Series C Preferred Stock that are not present in person or by proxy as of immediately prior to the opening of the polls will be automatically redeemed in the Initial Redemption and, therefore, will not be outstanding or entitled to vote on the Reverse Stock Split Proposal and will be excluded from the calculation as to whether such proposal passes at the Special Meeting. In addition, shares of Series C Preferred Stock held by members of our Board, our Chief Executive Officer and the four most highly compensated officers of
the Company (other than our Chief Executive Officer) as set forth in our most recent proxy statement filed on
May 2, 2022 (the
“Named Executive Officers”) are not entitled to vote on the Reverse Stock Split Proposal. Due to the voting power of the shares of Series C Preferred Stock that are not redeemed
pursuant to the Initial Redemption on the Reverse Stock Split Proposal, the holders of Common Stock that submit a proxy to vote their shares at the Special Meeting or attend the Special Meeting will effectively have enhanced voting power on the proposal over holders of Common Stock that are not represented in person or by proxy at the Special Meeting. This means that the Reverse Stock Split Proposal could each be approved by the affirmative vote of the holders of less than a majority of the outstanding shares of our Common Stock.
How are abstentions and broker non-votes treated?
Broker non-votes and abstentions are counted for purposes of determining
whether a quorum is present at the Special Meeting.
We expect no broker non-votes on the routine proposal to approve the Reverse Stock Split.
Abstentions will be counted as votes against the Reverse Stock Split Proposal.
What does it mean if I get more than one set of voting materials?
Your shares are probably registered in more than
one account. Please follow the separate voting instructions that you received for your shares of Common Stock and Series A Preferred Stock held in each of your different accounts to ensure that all of your shares are voted.
Who pays for solicitation of proxies?
ENDRA is paying the cost of soliciting proxies and will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their votes. In addition to soliciting the proxies by mail, certain of our directors, officers and regular employees, without compensation, may solicit proxies personally
or by telephone, facsimile and email.
Is this Proxy Statement the only way that proxies are being solicited?
No. We have engaged Kingsdale Shareholder Services, U.S., LLC (
“Kingsdale”), the proxy solicitation firm hired by
the Company, at an approximate cost of $10,000, plus reimbursement of expenses, to solicit proxies on behalf of our Board. Kingsdale may solicit the return of proxies, either by mail, telephone, telecopy, e-mail or through personal contact. The fees of Kingsdale as well as the reimbursement of expenses of Kingsdale will be borne by us.
Our officers, directors and employees may also solicit the return of proxies, either by mail, telephone, telecopy, e-mail or through personal contact. These officers and employees will not receive additional compensation for their efforts but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees and fiduciaries, in connection with shares of the Common Stock and Series A Preferred Stock registered in their names, will be requested to forward solicitation material to the beneficial owners of shares of Common Stock and Series A Preferred Stock.