Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Annual Meeting, the Company's stockholders (i) elected nine directors to
the Board of Directors of the Company (the "Board") to serve until the Company's
2024 annual meeting of stockholders, (ii) approved the amendment and restatement
of the Company's Articles of Incorporation, (iii) approved, on a non-binding
advisory basis, the compensation of the Company's named executive officers, and
(iv) ratified the appointment of
Proposal 1: Election of Directors
The officer holding the proxies solicited in connection with the Annual Meeting voted the shares as designated on the proxy, or if no such designation was made, in favor of the election of the nominees. At the Annual Meeting, the shareholders elected each of the nine director nominees, by the vote indicated below, to serve as a director until the Company's annual meeting of stockholders to be held in 2024, or until his or her respective successor is duly elected and qualified: Nominee Votes For Votes Against Abstained Broker Non-Votes Laurie A. Hawkes 133,325,460 4,795,726 165,682 18,261,595 John D. Moragne 135,876,529 1,999,299 411,040 18,261,595 Denise Brooks-Williams 136,041,689 2,079,497 165,682 18,261,595 Michael A. Coke 135,854,529 2,266,133 166,206 18,261,595 Jessica Duran 136,708,289 1,387,298 191,281 18,261,595 Laura Felice 136,708,592 1,386,995 191,281 18,261,595 David M. Jacobstein 132,752,886 5,367,799 166,183 18,261,595 Shekar Narasimhan 135,287,011 2,815,361 184,496 18,261,595 James H. Watters 130,601,954 7,518,731 166,183 18,261,595
Proposal 2: Amendment and Restatement of Articles of Incorporation
At the Annual Meeting, the Company's stockholders approved the amendment and restatement of the Company's Articles of Incorporation. The table below sets forth the voting results for this proposal:
Votes For Votes Against Abstained Broker Non-Votes 136,669,933 909,830 707,105 18,261,595
Proposal 3: Say on Pay At the Annual Meeting, the Company's stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers. The table below sets forth the voting results for this proposal:
Votes For Votes Against Abstained Broker Non-Votes 129,913,898 7,938,154 434,816 18,261,595
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In accordance with the Board's prior determination to hold an advisory "say on pay" vote every year, subject to stockholder approval, and the stockholder's indication that their preferred frequency is also to hold a "say on pay" vote every year, the Company will maintain its previously adopted annual "say on pay" policy.
Proposal 4: Ratification of the Appointment of
At the Annual Meeting, the Company's stockholders ratified the appointment of
Votes For Votes Against Abstained 150,567,338 5,605,721 375,404
There were no broker non-votes on this proposal. No other proposals were submitted to a vote of the Company's stockholders at the Annual Meeting.
Item 8.01 Other Events
On
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