SPAR GROUP, INC. Item 5.07. Submission of Matters to a Vote of Security Holders
The Corporation held its Annual Meeting of Stockholders on
At the 2020 Annual Meeting, the following matters were submitted to votes of
SGRP's stockholders: (i) Election of directors; (ii) Advisory Vote respecting
the ratification of the appointment of
As provided in the 2020 Annual Meeting Proxy Statement: To the greatest extent
permitted by applicable law and SGRP's By-Laws (to the extent not inconsistent
with applicable law): (i) proxies with no specific voting instructions on a
matter (including broker non-votes and unchecked boxes) were voted by the proxy
agent as provided on the proxy (and when then voted are not considered
Inconclusive Votes as defined below); (ii) inconclusive votes (i.e., multiple
boxes checked, and the like) respecting any candidate or matter were not counted
as votes "FOR" or "AGAINST" (each an " Inconclusive Vote"); (iii) Abstentions
and Inconclusive Votes were considered a vote but not counted as votes cast with
respect to any matter; and (iv) and consequently Inconclusive Votes and
abstentions had no effect on the vote on such matter. Inconclusive Votes and
abstentions did not affect any director removal since an affirmative majority of
stockholder shares was required by
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(i) The following votes were received at the 2020 Annual Meeting from the
stockholders for the election of nine directors to serve until the 2021 Annual
Meeting of Stockholders and until their respective successors are elected and
qualified:
Name For Against Withheld
Arthur B. Drogue 9,495,752 3,200,540 900
William H. Bartels 12,596,966 88,834 11,392
R. Eric McCarthey 9,491,809 3,199,201 6,182
Arthur H. Baer 12,685,467 10,825 900
Jeffrey A. Mayer 12,668,083 18,317 10,792
Christiaan M. Olivier 6,966,344 65,775 5,665,073
Peter W. Brown 12,597,016 88,784 11,392
Robert G. Brown 12,597,101 89,334 10,757
(ii) The following votes were received at the 2020 Annual Meeting from the
stockholders for the adoption of the proposal to approve (on an advisory basis)
the appointment of
For Against Abstain 1,025,232 6,904,173 4,767,787
(iii) The following advisory votes were received at the 2019 Annual Meeting from the stockholders for the adoption of the proposal to approve (on an advisory basis) the compensation of the named executive officers, as disclosed in the Proxy Statement (i.e., "say on pay"), but such appointment was not approved (on an advisory basis):
For Against Abstain 255,606 7,728,815 4,712,771
The Corporation currently intends to request this same advisory vote from its stockholders next year.
(iv) The following advisory votes were received at the 2019 Annual Meeting from the stockholders for the proposal to select (on an advisory basis) whether the Corporation should request an advisory vote from its stockholders respecting executive compensation every one, two or three years (i.e., "say on frequency"):
"One Year" "Two Years" "Three Years" Abstain 12,229,919 3,975 17,181 446,117
The Corporation currently intends to request this same advisory vote from its stockholders next year.
(v) The following votes were received at the 2020 Annual Meeting from the stockholders to consider and approve the stockholder proposed Amendment No. 1 to SGRP's current By-Laws to remove the requirement that any board vacancies are to be filled exclusively by the then-current directors and, if such vacancy remains unfilled for 90 days, by the stockholders, effectively reducing to zero the time for the Governance Committee and Board to exclusively fill a Board vacancy:
For Against Abstain 11,775,648 914,332 7,212
(vi) The following votes were received at the 2020 Annual Meeting from the
stockholders to consider and approve the stockholder proposed Amendment No. 2 to
SGRP's current By-Laws to reduce the voting requirement for removal of directors
to majority of votes cast from a majority of all stockholder shares (as provided
by
For Against Abstain 11,777,221 917,449 2,522
(vii) The following votes were received at the 2020 Annual Meeting from the stockholders to consider and approve the stockholder proposed Amendment No. 3 to SGRP's current By-Laws to require SGRP to hold a Annual meeting of stockholders upon the request of holders of at least 20% of SGRP's outstanding stockholder shares decreasing that threshold from the current 25% of SGRP's outstanding stockholder shares:
For Against Abstain
12,358,816 336,973 1,403
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Forward Looking Statements
This Current Report on Form 8-K (this "Current Report"), contain
"forward-looking statements" within the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, made by, or respecting, SGRP and its
subsidiaries (together with SGRP, the "SPAR Group" or the "Company"), and this
Current Report has been filed by SGRP with the
The 2019 Annual Report includes a new Risk Factor respecting the coronavirus: Any outbreaks or rapid spread of such a contagious disease, or the fear of it, could significantly disrupt the retail operations of or the global and domestic supply chains for our customers, and our work for them, and could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could materially and adversely affect retail business and demand. Any of those events may change or disrupt the needs or demands of the Company's customers and could have a material and adverse effect on the Company or its business, performance or condition. See Risk Factors in the 2019 Annual Report.
All statements (other than those that are purely historical) are forward-looking statements. Words such as "may", "will", "expect", "intend", "believe", "estimate", "anticipate", "continue", "plan", "project", or the negative of these terms or other similar expressions also identify forward-looking statements. Forward-looking statements made by the Company in this Current Report may include (without limitation) statements regarding: risks, uncertainties, cautions, circumstances and other factors ("Risks"); and plans, intentions, expectations, guidance or other information respecting the election of directors, the continued use of BDO, the compensation of the Corporation's executive officers, the changers to the by-laws described above, or the potential negative effects of the Coronavirus and COVID-19 pandemic on Company's business, cash flow or financial condition, the Company's cash flow later this year, the Company's failure to comply with Nasdaq's continued listing requirements, or the pursuit or achievement of the Company's five corporate objectives (growth, customer value, employee development, greater productivity & efficiency, and increased earnings per share), building upon the Company's strong foundation, leveraging compatible global opportunities, growing the Company's client base and contracts, continuing to strengthen its balance sheet, growing revenues and improving profitability through organic growth, new business development and strategic acquisitions, and continuing to control costs.
You should carefully review and consider the Company's forward-looking statements (including all risk factors and other cautions and uncertainties) and other information made, contained or noted in or incorporated by reference into this Current Report, but you should not place undue reliance on any of them. The results, actions, levels of activity, performance, achievements or condition of the Company (including its affiliates, assets, business, clients, capital, cash flow, credit, expenses, financial condition, income, liabilities, liquidity, locations, marketing, operations, performance, prospects, sales, strategies, taxation or other achievement, results, risks, trends or condition) and other events and circumstances planned, intended, anticipated, estimated or otherwise expected by the Company (collectively, "Expectations"), and our forward-looking statements (including all Risks) and other information reflect the Company's current views about future events and circumstances. Although the Company believes those Expectations and views are reasonable, the results, actions, levels of activity, performance, achievements or condition of the Company or other events and circumstances may differ materially from our Expectations and views, and they cannot be assured or guaranteed by the Company, since they are subject to Risks and other assumptions, changes in circumstances and unpredictable events (many of which are beyond the Company's control). In addition, new Risks arise from time to time, and it is impossible for the Company to predict these matters or how they may arise or affect the Company. Accordingly, the Company cannot assure you that its Expectations will be achieved in whole or in part, that it has identified all potential Risks, or that it can successfully avoid or mitigate such Risks in whole or in part, any of which could be significant and materially adverse to the Company and the value of your investment in SGRP's common stock.
These forward-looking statements reflect the Company's Expectations, views, Risks and assumptions only as of the date of this Current Report, and the Company does not intend, assume any obligation, or promise to publicly update or revise any forward-looking statements (including any Risks or Expectations) or other information (in whole or in part), whether as a result of new information, new or worsening Risks or uncertainties, changed circumstances, future events, recognition, or otherwise.
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