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

The annual meeting of shareholders of the Company (the "Meeting") was held on June 17, 2020, in connection with which proxies were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. At the close of business on April 20, 2020, the record date for the Meeting, 24,969,030 shares of the Company's common stock were issued, outstanding and entitled to vote. At the Meeting, 23,568,608 shares of the Company's common stock were represented in person or by proxy. Four proposals were scheduled and noted to be acted upon at the Meeting: (i) to elect nine directors to serve until the 2021 annual meeting ("Proposal Number One"); (ii) to approve, in an advisory vote, the compensation of the Company's named executive officers ("Proposal Number Two"); (iii) determine in an advisory vote whether to hold a stockholder vote to approve the compensation of our named executive officers every one, two or three years ("Proposal Number Three"); and (iv) to ratify the appointment of Ernst & Young LLP as the Company's independent accountants for fiscal year 2020 ("Proposal Number Four").

At the Meeting, nine nominees were nominated for election to the board to serve one-year terms until the Company's 2021 annual meeting, or until the election and qualification of their successors, and were elected. The vote with respect to each such nominee was as follows:




Nominee                         For        Withheld     Broker Non-Votes
Steven J. Shulman            22,261,038      348,966             958,604
Swati Abbott                 22,337,555      272,449             958,604
Kenneth J. Fasola            22,393,647      216,357             958,604
Peter A. Feld                22,177,022      432,982             958,604
G. Scott MacKenzie           22,092,710      517,294             958,604
Leslie V. Norwalk            13,640,788    8,969,216             958,604
Guy P. Sansone               22,392,748      217,256             958,604
Mural R. Josephson           22,393,657      216,347             958,604
Christopher J. Chen, M.D.    22,393,930      216,074             958,604

Proposal Number Two was adopted with 21,041,605 shares voted for, 1,557,704 shares voted against, 10,695 shares abstaining and 958,604 broker non-votes.

Proposal Number Three was adopted with 20,545,417 shares voted for 1 Year, 1,433 shares voted for 2 Years, 2,052,261 shares voted for 3 Years, 10,893 shares abstaining and 958,604 broker non-votes. In light of these results, the Company will continue its practice of including in its proxy materials every year an advisory stockholder vote to approve the compensation of the Company's named executive officers.

Proposal Number Four was adopted with 23,305,372 shares voted for, 261,141 shares voted against, 2,095 shares abstaining.



















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