OUTLOOK THERAPEUTICS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect the following members of Class II of the Company's board of directors: Andong Huang

OUTLOOK THERAPEUTICS INC.’s own tally for this item (“Elect Director: Andong Huang”): 128,730,972 for, 1,749,775 withheld, per its Form 8-K filed March 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the following nominees to serve as Class II directors on the Company's Board of Directors (the "Board") until the Company's 2027 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified.”
Support: 99% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 10,517,741 for.

Description as filed by funds: To elect the following members of Class II of the Company's board of directors: Gerd Auffarth, M.D.

OUTLOOK THERAPEUTICS INC.’s own tally for this item (“Elect Director: Gerd Auffarth, M.D.”): 122,406,604 for, 7,573,738 withheld, per its Form 8-K filed March 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the following nominees to serve as Class II directors on the Company's Board of Directors (the "Board") until the Company's 2027 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified.”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 8,289,096 for, 2,228,645 withheld.

Description as filed by funds: To elect the following members of Class II of the Company's board of directors: Julia A. Haller, M.D.

OUTLOOK THERAPEUTICS INC.’s own tally for this item (“Elect Director: Julia A. Haller, M.D.”): 126,307,671 for, 4,173,076 withheld, per its Form 8-K filed March 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the following nominees to serve as Class II directors on the Company's Board of Directors (the "Board") until the Company's 2027 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified.”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 8,889,522 for, 1,628,219 withheld.

Description as filed by funds: To elect the following members of Class II of the Company's board of directors: Lawrence A. Kenyon

OUTLOOK THERAPEUTICS INC.’s own tally for this item (“Elect Director: Lawrence A. Kenyon”): 125,464,513 for, 4,524,055 withheld, per its Form 8-K filed March 7, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Stockholders elected each of the following nominees to serve as Class II directors on the Company's Board of Directors (the "Board") until the Company's 2027 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified.”
Support: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 10,341,016 for, 176,725 withheld.

Description as filed by funds: To approve the amendment of Outlook Therapeutics, Inc.'s Amended and Restated Certificate of Incorporation (the "Restated Certificate") to increase the total number of shares of our common stock authorized for issuance from 425,000,000 shares to 1,200,000,000 shares.

OUTLOOK THERAPEUTICS INC.’s own tally for this item (“4. The amendment of the Company's Amended and Restated Certificate of Incorporation to increase the total number of shares of its common stock authorized for issuance from 425,000,000 to 1,200,000,000 shares”): 123,007,844 for, 6,742,110 against — passed, per its Form 8-K filed March 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved the amendment of the Company's Amended and Restated Certificate of Incorporation to increase the total number of shares of its common stock authorized for issuance from 425,000,000 to 1,200,000,000 shares.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 10,359,717 for, 158,024 against.

Description as filed by funds: To approve the amendment of the Restated Certificate to reflect new Delaware law provisions regarding officer exculpation.

OUTLOOK THERAPEUTICS INC.’s own tally for this item (“5. The amendment of the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation”): 125,438,289 for, 3,598,772 against — failed, per its Form 8-K filed March 7, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “Stockholders did not approve the amendment of the Company's Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.”
A stricter vote than a majority of the votes cast may have applied to this item; the filing does not state it.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 10,144,425 for, 373,316 against.

Description as filed by funds: To approve the amendment of the Restated Certificate to effect a reverse stock split of our issued and outstanding common stock, and a corresponding and proportionate reduction in the number of authorized shares of common stock, at a ratio of 1-for-10 to 1-for-30, to be determined in the sole discretion of the Board of Directors.

OUTLOOK THERAPEUTICS INC.’s own tally for this item (“6. The amendment of the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of common stock, and a reduction in the number of authorized shares of common stock, at a ratio of 1-for”): 174,074,763 for, 15,567,247 against — passed, per its Form 8-K filed March 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved the amendment of the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of common stock, and a reduction in the number of authorized shares of common stock, at a ratio of 1-for-10 to 1-for-30.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 10,517,741 for.

Description as filed by funds: To approve the potential issuance in excess of 19.99% of our outstanding common stock in a private placement of shares of common stock and accompanying warrants at less than the "minimum price" under Nasdaq Listing Rule 5635.

OUTLOOK THERAPEUTICS INC.’s own tally for this item (“2. The potential issuance in excess of 19.99% of the Company's outstanding common stock in a private placement of shares of common stock and accompanying warrants at less than the "minimum price" under Nasdaq Listing Rul”): 123,467,622 for, 6,224,132 against — passed, per its Form 8-K filed March 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved the potential issuance in excess of 19.99% of the Company's outstanding common stock in a private placement of shares of common stock and accompanying warrants at less than the "minimum price" under Nasdaq Listing Rule 5635.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 10,359,717 for, 158,024 against.

Description as filed by funds: To approve the potential issuance in excess of 19.99% of our outstanding common stock upon the conversion of an outstanding convertible note at less than the "minimum price" under Nasdaq Listing Rule 5635, if required pursuant to the terms of the convertible note.

OUTLOOK THERAPEUTICS INC.’s own tally for this item (“3. The potential issuance in excess of 19.99% of the Company's outstanding common stock upon the conversion of an outstanding convertible note at less than the "minimum price" under Nasdaq Listing Rule 5635, if required ”): 123,394,516 for, 6,301,788 against — passed, per its Form 8-K filed March 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved the potential issuance in excess of 19.99% of the Company's outstanding common stock upon the conversion of an outstanding convertible note at less than the "minimum price" under Nasdaq Listing Rule 5635, if required pursuant to the terms of the convertible note.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 10,359,717 for, 158,024 against.

Description as filed by funds: A NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

OUTLOOK THERAPEUTICS INC.’s own tally for this item (“8. A non-binding advisory vote on the compensation of the Company's named executive officers”): 126,964,912 for, 3,193,076 against — passed, per its Form 8-K filed March 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders approved a non-binding advisory vote on the compensation of the Company's named executive officers.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 25 managers: 10,505,594 for, 12,147 against.

Institutional-manager reports, all 52 managers: 9,720,323 for, 93,367 against. Showing the 25 largest; every one is in the interactive database (link above).

Description as filed by funds: To ratify the selection of KPMG LLP as independent registered public accounting firm for fiscal 2024.

OUTLOOK THERAPEUTICS INC.’s own tally for this item (“7. The selection by the Audit Committee of the Board of KPMG LLP as the Company's independent registered public accounting firm for its fiscal year ending September 30, 2024”): 188,948,425 for, 3,717,708 against — passed, per its Form 8-K filed March 7, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Stockholders ratified the selection by the Audit Committee of the Board of KPMG LLP as the Company's independent registered public accounting firm for its fiscal year ending September 30, 2024.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 25 asset managers below reported 10,517,741 for.