RNLX Renalytix PLC - 8-K

Item 5.07.
Submission of Matters to a Vote of Security Holders

Renalytix
plc (the “Company”) held an annual general meeting of shareholders (the “AGM”) on December 19, 2024. Each of
the proposals set forth below were voted on and duly passed on a poll at the AGM, as set forth below. Detailed descriptions of these
proposals and of the voting procedures applied at the AGM are contained in the Company’s definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on November 25, 2024. Capitalized terms used but not otherwise defined herein shall
have the meaning set forth in the definitive proxy statement.

There were
215,988,363 ordinary shares of the Company represented
in person or by proxy at the AGM, constituting approximately 65% of the issued and outstanding ordinary shares.
Proxy appointments which gave the Chairman of the meeting discretion have been included in the “For” total. In accordance
with the terms of the deposit agreement by and among the Company, Citibank, N.A. as depositary and holders and beneficial owners of ADSs
dated July 21, 2020 and as amended to date, holders of ADSs who did not provide the depositary bank with voting instructions on or before
the specified deadline were deemed to have instructed the depositary bank to give a discretionary proxy to a person designated by the
Company to vote the underlying ordinary shares at the AGM and the voting results below reflect that. A vote withheld/abstain is not a
vote in law and is not counted in the calculation of votes for or against a resolution.

Proposal
1 – To receive and adopt the accounts for the year ended June 30, 2024 together with the reports of the Directors and the
auditors thereon (the “2024 U.K. Annual Report”).

For

Against

Vote
Withheld

215,649,238

298,365

40,760

Proposal
2 – To approve the Directors’ Remuneration Report set out on pages 30 to 45 (inclusive) of the 2024 U.K. Annual Report.

For

Against

Vote
Withheld

187,117,898

28,544,007

326,458

Proposal
3 – To ratify the selection of CohnReznick LLP (“CohnReznick”) as the Company’s independent registered public
accounting firm for the fiscal year ending June 30, 2025.

For

Against

Vote
Withheld

215,624,372

178,413

185,578

Proposal
4 – To re-appoint Messrs PKF Littlejohn LLP as auditors to act as such until the conclusion of the next annual general meeting
of the Company at which the requirements of section 437 of the Companies Act 2006 (the “Act”) are complied with.

For

Against

Vote
Withheld

215,760,810

184,281

43,272

Proposal
5 – To authorise the Directors of the Company to determine the auditors’ remuneration for the fiscal year ending June 30,
2025.

For

Against

Vote
Withheld

215,474,022

302,821

211,520

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Proposal
6 – That, in respect of the Renalytix Plc 2020 Equity Incentive Plan with Non-Employee Sub-Plan (“2020 EIP”)
adopted by the Company’s Board of Directors (the “Board”) on 22 June 2020, as approved by the Company at a general
meeting held on 13 July 2020, up to a maximum of 50,000,000 ordinary shares of £0.0025 each in the capital of the Company (“Ordinary
Shares”) are hereby authorized for issuance thereunder (the “2025 EIP Share Reserve”). The 2025 EIP Share Reserve will
automatically increase on 1 January of each year (commencing on 1 January 2026), in an amount equal to 4% of the Company’s total
issued share capital on 31 December of the preceding calendar year, Incentive Options (as defined therein) may be granted thereunder
up to a maximum of 100,000,000 with the directors authorized to do all acts and things as are or may be necessary or expedient to carry
the same into effect, notwithstanding that the directors may be interested in the same. Notwithstanding the foregoing, the Board may,
prior to January 1st of a given year, elect to increase the 2025 EIP Share Reserve by lower than 4% for such year and as a result the
2025 EIP Share Reserve will increase by a lesser number of Ordinary Shares than would otherwise occur pursuant to the preceding sentence.
The Administrator (as defined in the 2020 EIP) is hereby authorized to cancel certain existing options and grant replacement options
under the 2020 EIP, and grant enterprise management incentive options to eligible employees who are resident in the UK for tax purposes.

For

Against

Vote
Withheld

151,371,930

28,863,246

35,753,187

Proposal
7 – That in substitution for any existing such authorities (but without prejudice to any allotment of Relevant Securities (as defined
in i) below) made or agreed to be made pursuant to such authorities), the Directors be and they are hereby generally and unconditionally
authorized pursuant to section 551 of the Act to exercise all the powers of the Company:

i)
to allot shares and grant rights to subscribe for, or convert any security into, shares of the Company (all of which transactions are
hereafter referred to as an allotment of “Relevant Securities”) up to an aggregate nominal amount of £289,805.26 (representing
approximately 35% of the Company’s issued share capital); and

ii)
to allot further equity securities (within the meaning of Section 560(1) of the Act) up to an aggregate nominal amount of £289,805.26
(representing approximately one-third of the Company’s issued share capital) in connection with a pre-emptive offer in
favour of Shareholders where the equity securities respectively attributable to the interest of the Shareholders are proportionate (as
nearly as practicable) to the respective numbers of Ordinary Shares held by them, which satisfies the conditions and may be subject to
all or any of the exclusions specified in paragraph i) of Resolution 8.

For

Against

Vote
Withheld

151,554,272

28,898,602

35,535,489

Proposal
8 – That, subject to and conditional upon the passing of Resolution 7 above, the Directors be given power in accordance with sections
570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred
by Resolution 7 above and/or sell treasury shares as if section 561(1) of the Act did not apply to any such allotment or sale provided
that this power shall be limited to:

i)
the allotment of equity securities in connection with an offer or issue of equity securities to or in favour of (a) holders of Ordinary
Shares in proportion (as nearly as may be practicable) to their existing holdings and (b) holders of other equity securities if
this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,
and so that the Directors may make such exclusions or other arrangements as they consider expedient or necessary in relation to fractional
entitlements, record dates, shares represented by depositary receipts, the use of more than one currency for making payments in respect
of such offer, treasury shares, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory
body or stock exchange or any other matter; and

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ii)
the allotment of equity securities for cash pursuant to the authority granted under paragraph i) of Resolution 7 (otherwise than under
paragraph i) of this Resolution 8) up to a maximum aggregate nominal amount of £289,805.26, which represents approximately 35%
of the Company’s issued share capital.

The
power conferred by this resolution shall expire (unless previously revoked or varied by the Company in general meeting) at the conclusion
of the next annual general meeting of the Company or the close of business on December 31, 2025, whichever is earlier, save that
the Company may before such expiry, revocation or variation make an offer or agreement which would or might require equity securities
to be allotted or treasury shares to be sold after such expiry, revocation or variation and the Directors may allot equity securities
and sell treasury shares pursuant to such offer or agreement as if the power hereby conferred had not expired or been revoked or varied.
This power is in substitution for any and all powers previously conferred on the Directors under Section 570 of the Act, but without
prejudice to any allotment of equity securities made or agreed to be made pursuant to such powers.

For

Against

Vote
Withheld

151,648,214

28,799,536

35,540,613

Proposal
9 – That the Company be and is generally and unconditionally authorized for the purposes of section 701(1) of the Act to make
one or more market purchases (within the meaning of section 693(4) of the Act) on the London Stock Exchange of Ordinary Shares on
such terms and in such manner as the Directors may from time to time decide provided that:

i)
the maximum aggregate number of Ordinary Shares authorized to be purchased is 33,120,601 (representing approximately 10% of the Company’s
issued ordinary share capital);

ii)
the minimum price (excluding expenses) which may be paid for an Ordinary Share is £0.0025 per share;

iii)
the maximum price (excluding expenses) which may be paid for an Ordinary Share is the higher of (a) 105% of the average of
the middle market quotations for an Ordinary Share as derived from the AIM section of the London Stock Exchange Daily Official
List for the five business days immediately preceding the date on which the Ordinary Share is purchased and (b) the
higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase
is carried out;

iv)
unless previously varied or revoked, the authority conferred shall expire at the conclusion of the Company’s next annual general
meeting or the close of business on December 31, 2025, if earlier; and

v)
the Company may make a contract or contracts to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of
such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of Ordinary
Shares in pursuance of any such contract or contracts.

For

Against

Vote
Withheld

180,179,511

305,940

35,502,912

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Item
7.01. Regulation FD Disclosure

On
December 19, 2024, the Company issued a press
release announcing the results of the AGM. The press release is attached hereto as Exhibits 99.1 and is incorporated herein by reference.

The
information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.
Financial Statements and Exhibits

(d)
Exhibits

99.1

Press Release

104

Cover Page Interactive
Data File (embedded within the Inline XBRL document)

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