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Important Notice Regarding the Availability of Proxy Materials for
the Stockholders Meeting to be Held on June 17, 2019 This proxy statement and our 2018 Annual Report to Stockholders are available at https://materials.proxyvote.com/03763A. You may request and receive a paper or email copy of our proxy materials relating to the
2019 Annual Meeting free of charge by emailing sendmaterial@proxyvote.com or calling 1-800-579-1639, or visiting www.proxyvote.com. |
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Proposal 1: Elect Our Directors
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The directors will be elected by a plurality of the votes cast by the Voting Shares present in person or represented by proxy at the 2019 Annual Meeting, meaning that the nominees receiving the highest numbers of “FOR” votes up to the number of directors to be elected, will be elected. Because our Series A and Series B preferred stock is held by a wholly-owned subsidiary of ours and thus is not entitled to vote, only shares of our common stock, issued and outstanding as of the Record Date, are entitled to vote on this proposal. In voting with regard to Proposal 1 to elect directors, you may vote either FOR all the nominees, WITHHOLD your vote from all the nominees, or WITHHOLD your vote from any one or more specific nominees. Votes that are withheld and broker non-votes will not be included in the vote tally for the election of the directors, and therefore, will have no effect on the outcome of the election of directors.
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Proposal 2: Vote, on an Advisory Basis, on Named Executive Officer Compensation
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In voting with regard to the advisory vote on named executive officer compensation, stockholders may vote in favor of such proposal or against such proposal or may abstain from voting. The vote required to approve Proposal 2 is the affirmative vote of a majority of the shares present or represented by proxy at the 2019 Annual Meeting and entitled to vote on the matter. Because our Series A and Series B preferred stock is held by a wholly-owned subsidiary of ours and thus is not entitled to vote, only shares of our common stock, issued and outstanding as of the Record Date, are entitled to vote on this proposal. Abstentions will have the same effect as votes “against” the proposal. Brokers do not have discretionary authority to vote on this proposal. Broker non-votes, therefore, will have no effect on the proposal as brokers are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.
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Proposal 3: Ratify the Appointment of Our Independent Registered Public Accounting Firm
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In voting with regard to the ratification of the appointment of our independent registered public accounting firm, stockholders may vote in favor of such proposal or against such proposal or may abstain from voting. The vote required to approve Proposal 3 is the affirmative vote of the shares present or represented by proxy at the 2019 Annual Meeting and entitled to vote on the matter. Because our Series A and Series B preferred stock is held by a wholly-owned subsidiary of ours and thus is not entitled to vote, only shares of our common stock, issued and outstanding as of the Record Date, are entitled to vote on this proposal. Abstentions, if any, will have no effect on the result of this vote. Brokerage firms and other nominees have the authority to vote uninstructed shares held by them in street name on this proposal. Any broker non-votes, if brokers or nominees do not exercise this authority, will have no effect on the result of this vote. We are not required to obtain the approval of stockholders to appoint our independent registered public accounting firm. However, if our stockholders do not ratify the appointment of BDO USA, LLP as our independent registered public accounting firm, the Audit Committee of the Board will reconsider its appointment.
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Name and Position
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Age
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Position and
Office with the Company |
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Director
Class |
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Director
Since |
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Independent
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Year
Current Term Will Expire |
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Kenneth Sim, M.D. | | |
65
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Executive Chairman and Director
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n/a
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2017
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2019
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Thomas S. Lam, M.D. | | |
69
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Chief Executive Officer and Director
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n/a
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2016
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2019
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David G. Schmidt(1)(2) | | |
71
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Director
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n/a
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2013
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X
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2019
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Michael F. Eng(1) | | |
72
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Director
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n/a
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2017
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X
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2019
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Mitchell W. Kitayama(2)(3) | | |
62
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Lead Independent Director
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n/a
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2017
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X
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2019
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Mark Fawcett(3) | | |
52
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Director
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n/a
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2016
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X
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2019
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Ernest A. Bates, M.D.(2) | | |
82
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Director
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n/a
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2018
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X
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2019
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Linda Marsh | | |
69
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Director
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n/a
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2019
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2019
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John Chiang(1)(3) | | |
56
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Director
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n/a
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2019
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X
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2019
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Li Yu | | |
78
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Director
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Class III
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2017
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X
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2020
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Name
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Position
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Age
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Kenneth Sim, M.D. | | |
Executive Chairman
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65
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Thomas S. Lam, M.D. | | |
Chief Executive Officer
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69
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Hing Ang | | |
Chief Operating Officer
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61
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Eric Chin | | |
Chief Financial Officer
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38
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Adrian Vazquez, M.D. | | |
Co-Chief Medical Officer
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49
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Albert Young, M.D. | | |
Co-Chief Medical Officer
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72
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Name and Principal Position(1)
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Year
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Salary
($) |
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Bonus
($) |
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Stock
Awards(2) ($) |
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All Other
Compensation ($) |
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Total
($) |
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Kenneth Sim, M.D.,
Executive Chairman |
| | | | 2018 | | | | | | 950,000 | | | | | | — | | | | | | — | | | | | | 21,346(5) | | | | | | 971,346 | | |
| | | 2017 | | | | | | 500,492 | | | | | | 350,000 | | | | | | — | | | | | | 6,649(5) | | | | | | 857,141 | | | ||
Thomas Lam, M.D.
Chief Executive Officer(3) |
| | | | 2018 | | | | | | 950,000 | | | | | | — | | | | | | — | | | | | | 14,841(5) | | | | | | 964,841 | | |
| | | 2017 | | | | | | 489,550 | | | | | | 350,000 | | | | | | — | | | | | | 6,640(5) | | | | | | 846,189 | | | ||
Warren Hosseinion, M.D.,
Former, Co-Chief Executive Officer(3) |
| | | | 2018 | | | | | | 450,000 | | | | | | — | | | | | | — | | | | | | 35,229(6) | | | | | | 485,229 | | |
| | | 2017 | | | | | | 523,814(4) | | | | | | 30,000 | | | | | | — | | | | | | 64,964(6) | | | | | | 618,778 | | | ||
Hing Ang,
Chief Operating Officer |
| | | | 2018 | | | | | | 270,000 | | | | | | 655,059 | | | | | | 631,562 | | | | | | — | | | | | | 1,556,621 | | |
| | | 2017 | | | | | | 216,346 | | | | | | 250,000 | | | | | | — | | | | | | 16,337(7) | | | | | | 482,683 | | | ||
Adrian Vazquez, M.D.,
Co-Chief Medical Officer |
| | | | 2018 | | | | | | 450,000 | | | | | | — | | | | | | — | | | | | | 32,111(8) | | | | | | 482,111 | | |
| | | 2017 | | | | | | 633,136(5) | | | | | | — | | | | | | — | | | | | | 65,238(8) | | | | | | 698,374 | | |
Name and Principal Position(1)
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OPTION AWARDS
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Grant Date
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Number of
Securities Underlying Unexercised Options — Exercisable |
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Number of
Securities Underlying Unexercised Options — Unexercisable |
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Option
Exercise Price(2) |
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Option
Expiration Date |
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Warren Hosseinion, M.D.
Former, Co-Chief Executive Officer(3) |
| | | | 12/9/2010 | | | | | | 30,000 | | | | | | — | | | | | $ | 1.50 | | | | | | 12/8/2020(3) | | | | ||
| | | 7/10/2014 | | | | | | 20,000 | | | | | | — | | | | | $ | 10.00 | | | | | | 7/9/2024(3) | | | | ||||
| | | 2/15/2016 | | | | | | 71,024 | | | | | | — | | | | | $ | 6.37 | | | | | | 2/14/2021(3) | | | | ||||
Adrian Vazquez, M.D.
Co-Chief Medical Officer |
| | | | 2/15/2016 | | | | | | 4,826 | | | | | | — | | | | | $ | 6.37 | | | | | | 2/14/2021 | | | |
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OPTION AWARDS
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STOCK AWARDS
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Name and Principal Position
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Number of
Shares Acquired On Exercise (#) |
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Value
Realized on Exercise(1) ($) |
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Number of
Shares Acquired On Vesting (#) |
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Value
Realized on Vesting(2) ($) |
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Warren Hosseinion, M.D.
Former, Co-Chief Executive Officer(3) |
| | | | 22,476 | | | | | $ | 506,407 | | | | | | — | | | | | | — | | |
Adrian Vazquez, M.D.
Co-Chief Medical Officer |
| | | | 58,574 | | | | | | 666,839 | | | | | | — | | | | | | — | | |
Hing Ang
Chief Operating Officer |
| | | | — | | | | | | — | | | | | | 37,593 | | | | | | 631,562 | | |
Name(1)
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Fees Earned or
Paid in Cash ($) |
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Option
Awards ($) |
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Non-Equity
Incentive Plan Compensation ($) |
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Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
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All Other
Compensation ($) |
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Total
($) |
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Mark Fawcett
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| | | $ | 12,000 | | | | | $ | —(5) | | | | | $ | — | | | | | | — | | | | | $ | 15,000(8) | | | | | $ | 27,000 | | |
David G. Schmidt
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| | | | 12,000 | | | | | | —(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,000 | | |
Mitchell W. Kitayama
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| | | | 12,000 | | | | | | —(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,000 | | |
Li Yu
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| | | | 12,000 | | | | | | —(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,000 | | |
Michael F. Eng(2)
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| | | | 12,000 | | | | | | —(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,000 | | |
Ernest A. Bates, M.D.(3)
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| | | | 6,000 | | | | | | —(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,000 | | |
Joseph M. Molina, M.D.(4)
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| | | | 5,000 | | | | | | —(7) | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,000 | | |
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2017
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2018
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Audit(1) | | | | $ | 1,244,931 | | | | | $ | 1,347,663 | | |
Audit Related
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Tax
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All Other Fees
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Total
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| | | $ | 1,244,931 | | | | | $ | 1,347,663 | | |
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Name of Beneficial Owner
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Shares
Beneficially Owned(1) |
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Percent of
Class(1) |
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More Than 5% Stockholders | | | | | | | | | | | | | |
Allied Physicians of California (“APC”), A Professional Medical
Corporation 1668 Garfield Avenue, 2nd Floor Alhambra, California 91801 |
| | | | [1,985,634](2) | | | | | | [5.52]% | | |
Directors and Executive Officers: | | | | | | | | | | | | | |
Kenneth Sim, M.D
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| | | | [1,845,982](3) | | | | | | [5.13]% | | |
Thomas S. Lam, M.D
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| | | | [1,845,933](4) | | | | | | [5.13]% | | |
Albert Young, M.D
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| | | | [1,019,283](5) | | | | | | [2.84]% | | |
Adrian Vazquez, M.D
|
| | | | [695,567](6) | | | | | | [1.94]% | | |
Hing Ang
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| | | | [37,593](7) | | | | | | [0.11]% | | |
Eric Chin
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| | | | [1,599](7) | | | | | | [0.00]% | | |
Linda Marsh
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| | | | [582,581](8) | | | | | | [1.63]% | | |
David G. Schmidt
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| | | | [81,875](9) | | | | | | [0.23]% | | |
Mark Fawcett
|
| | | | [36,875](10) | | | | | | [0.10]% | | |
Mitchell W. Kitayama
|
| | | | [1,875](11) | | | | | | [0.01]% | | |
Michael F. Eng
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| | | | [1,875](12) | | | | | | [0.01]% | | |
Ernest A. Bates, M.D.
|
| | | | [1,875](13) | | | | | | [0.01]% | | |
Li Yu
|
| | | | [1,875](14) | | | | | | [0.01]% | | |
John Chiang
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| | | | — | | | | | | —% | | |
All Executive Officers and Current Directors as a Group (14 persons)
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| | | | [6,154,788](15) | | | | | | [16.88]% | | |
Plan Category
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Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights |
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Weighted-average
Exercise Price of Outstanding Options, Warrants, and Rights(1) |
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Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans |
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Equity compensation plans approved by stockholders
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| | | | 647,240(2) | | | | | $ | 5.62 | | | | | | 898,220(3) | | |
Equity compensation plans not approved by stockholders
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Total
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| | | | 647,240 | | | | | | | | | | | | 898,220 | | |
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