Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) 2022 Stock Incentive Plan and Amended and Restated 2007 Director Stock
Plan. On
2022 Plan
At the Annual Meeting, the Company's stockholders approved the 2022 Plan, which:
• authorizes the issuance of 1,150,000 shares of common stock; and • subject to the limitations contained in the 2022 Plan, provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards.
No award may be made under the 2022 Plan after
Subject to any applicable limitations contained in the 2022 Plan, the Board, the Compensation Committee, the Awards Committee or any other committee or executive to whom the Board delegates authority, as the case may be, selects the recipients of awards and determines the terms and conditions of such awards, including, as applicable, the number of shares covered by each award, the exercise price and term of options, and the conditions for repurchase, issue price and repurchase price of restricted stock awards.
The 2022 Plan had been approved by the Board on
The foregoing description of the 2022 Plan does not purport to be complete and is qualified in its entirety by reference to the 2022 Plan, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
The forms of agreements for (i) time-based restricted stock awards, (ii) performance-based restricted stock awards, and (iii) stock options, to be granted under the 2022 Plan are filed as Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4, respectively, to this Current Report on Form 8-K.
2007 Director Plan
At the Annual Meeting, the Company's stockholders approved the following amendments to the 2007 Director Plan:
• an increase in the total number of shares of common stock authorized for issuance under the 2007 Director Plan from 280,000 shares to 430,000 shares; and • an extension of the term of the 2007 Director Plan toAugust 2, 2032 , the tenth anniversary of the Annual Meeting.
The foregoing amendments to the 2007 Director Plan had been approved by the
Board on
The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the 2007 Director Plan, as amended by the amendments, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
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1. The Company's stockholders elected the following directors to its Board:
VOTES VOTES DIRECTOR FOR WITHHELD Laura A. Dambier 14,396,374 262,227 Arthur H. House 13,283,883 1,374,718 Margaret D. Klein 14,399,307 259,294 Barbara G. Littlefield 13,986,818 671,783 Daniel P. McGahn 13,990,838 667,763 David R. Oliver, Jr. 13,791,821 866,780
There were 5,998,062 broker non-votes for each director.
2. The Company's stockholders voted to approve the 2022 Plan by a vote of 13,687,642 shares of common stock for, 632,166 shares of common stock against and 338,793 shares of common stock abstaining. There were 5,998,062 broker non-votes on this matter.
3. The Company's stockholders voted to approve amendments to the 2007 Director Plan to add 150,000 shares to the total number of shares available for issuance under the plan and to extend the term of such plan by a vote of 10,444,306 shares of common stock for, 3,895,845 shares of common stock against and 318,450 shares of common stock abstaining. There were 5,998,062 broker non-votes on this matter.
4. The Company's stockholders voted to ratify the appointment by the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 10.1 2022 Stock Incentive Plan. 10.2 Form of Time-Based Restricted Stock Agreement Under 2022 Stock Incentive Plan. 10.3 Form of Performance-Based Restricted Stock Agreement Under 2022 Stock Incentive Plan. 10.4 Form of Option Agreement Under 2022 Stock Incentive Plan. 10.5 Amended and Restated 2007 Director Stock Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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