Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Resignation of Director. EffectiveMay 11, 2022 ,Arthur L. George , Jr., a director of the Company, resigned from the Company's Board of Directors for personal reasons, declining to serve a further term despite his re-election at the Company's 2022 Annual Meeting, as described below. Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year
At its meeting on
Copies of the by-laws (i) as amended and restated and (ii) showing the amendments are filed herewith as Exhibits 3.1 and 3.2, respectively.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held at the offices of the Company at108 Cherry Hill Drive ,Beverly, Massachusetts onMay 10, 2022 . Out of 32,182,547 shares of Common Stock (as of the record date ofMarch 24, 2022 ) entitled to vote at the meeting, 29,315,911 shares, or 91.09%, were present in person or by proxy.
1. At the Annual Meeting, each of the ten nominees for election as directors
received the number of votes set forth opposite the nominee's name,
constituting a plurality of the votes cast, and therefore such nominee has
been duly elected as a director of the Company (note
to serve another term as disclosed in in Item 5.02 above): Proposal 1 Number of Votes Proposal to elect the following Broker Percentage of nominees as a Non- Total Voted director For Withheld Votes For 1. Tzu-Yin Chiu 24,593,484.00 1,503,675.00 3,218,594.00 94.24 % 2. Richard J. Faubert 25,942,408.00 154,825.00 3,218,520.00 99.41 % 3. Arthur L. George, Jr. 25,919,073.00 178,160.00 3,218,520.00 99.32 % 4. Joseph P. Keithley 25,555,087.00 542,072.00 3,218,594.00 97.92 % 5. John T. Kurtzweil 25,955,116.00 142,117.00 3,218,520.00 99.46 % 6. Mary G. Puma 26,006,884.00 90,349.00 3,218,520.00 99.65 % 7. Jeanne Quirk 26,031,048.00 66,185.00 3,218,520.00 99.75 % 8. Thomas St. Dennis 25,804,650.00 284,122.00 3,226,981.00 98.91 % 9. Jorge Titinger 25,939,154.00 158,079.00 3,218,520.00 99.39 % 10. Dipti Vachani 26,053,523.00 43,710.00 3,218,520.00 99.83 %
2. The following sets forth the tally of the votes cast on the proposal to ratify
the appointment by the Board of Directors of
auditors of the Company's financial statements for the year ending
proposal, and therefore the appointment of auditors has been ratified by the stockholders: Proposal 2 Number of Votes Broker Percentage of Non- Total Voted For Against Abstaining Votes For Proposal to ratify the appointment ofErnst & Young LLP as independent auditors for the Company's financial statements for the year ending December 31, 2022. 28,532,473.00 754,379.00 29,059.00 0 97.42 %
3. The following sets forth the tally of the votes cast on the proposal that the
stockholders of the Company advise the Board of Directors that they approve
the compensation paid to the Company's executive officers for fiscal 2021, as
described under "Executive Compensation" in the Proxy Statement for the Annual
Meeting. A majority of the votes cast were voted in favor of the proposal, and
therefore such advisory vote has passed. Proposal 3 Number of Votes Broker Percentage of Non- Total Voted For Against Abstaining Votes For Proposal that the stockholders of the Company advise the Board of Directors that they approve the compensation paid to the Company's executive officers for fiscal 2021, as described under "Executive Compensation" in the proxy statement for this meeting. 25,449,745.00 603,642.00 44,004.00 3,218,520.00 97.68 %
Item 8.01. Other Events.
On
• Fixed the size of the Board of Directors at nine;
• elected
• appointed
Vachani to serve as the Compensation Committee of the Board of Directors, with
Mr. Titinger designated as Chairperson thereof;
• appointed
Titinger to serve as the Audit Committee of the Board of Directors, withMr. Kurtzweil designated as Chairperson thereof;
• appointed Tzu-Yin Chiu,
to serve as the
withMr. Keithley designated as Chairperson thereof; and
• appointed Tzu-Yin Chiu,
to serve as the
of Directors with Mr.St. Dennis designated as Chairperson thereof.
Such election and appointments are to serve until the next annual meeting of the Board of Directors and until such director's successor has been elected and qualified, or until such director's earlier death, resignation or removal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 3.1 By-laws of the Company, as amended and restated as ofMay 11, 2022 . 3.2 Amendments to By-laws of the Company adoptedMay 11, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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