Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The foregoing description of the Plan Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year. OnOctober 11, 2021 , the Company filed a Certificate of Amendment to the Fifth Amended and Restated Certificate of Incorporation (the "Charter Amendment"), pursuant to which the number of shares of Class A common stock authorized for issuance was increased to 275,000,000 shares.
The foregoing description of the Charter Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 3.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual Meeting of Stockholders of the Company onOctober 11, 2021 (the "Annual Meeting"), the stockholders of the Company voted on six proposals. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation of proxies in opposition to management's nominees as listed in the proxy statement and all of management's nominees were elected to our Board of Directors.
(b) Details of the voting are provided below:
Proposal 1:
To elect five (5) members of the Company's Board of Directors to serve until the 2022 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed).
Votes For Votes Withheld Broker
Non-Votes
Christopher J. McGurk 68,077,581 1,080,847 33,359,263 Ashok Amritraj 68,446,358 712,070 33,359,263 Peter C. Brown 66,593,444 2,564,984 33,359,263 Patrick W. O'Brien 66,283,862 2,874,566 33,359,263 Peixin Xu 56,312,932 12,845,496 33,359,263 Proposal 2: Votes For Votes Against Abstentions Broker Non-Votes To approve by non-binding vote, executive compensation. 54,993,929 12,296,362 1,867,837 33,359,263 1 Proposal 3: Votes For Votes Against Abstentions Broker Non-Votes To approve an amendment to the Company's 2017 Equity Incentive Plan to increase the total number of shares of Class A Common Stock available for issuance thereunder. 56,337,273 11,785,683 1,035,172 33,359,263 Proposal 4: Votes For Votes Against Abstentions Broker Non-Votes To approve an amendment to the Company's Certificate of Incorporation to increase the number of shares of Class A Common Stock authorized for issuance. 84,575,299 16,791,011
1,151,081 N/A Proposal 5: Votes For Votes Against Abstentions Broker Non-Votes To approve an amendment to the Company's Certificate of Incorporation to effect a reverse stock split, subject to the Board's discretion. 83,145,094 18,878,755 494,542 N/A Proposal 6: Votes For Votes Against Abstentions Broker Non-Votes To ratify the appointment ofEisnerAmper LLP as our independent auditors for the fiscal year ending March 31, 2022. 97,696,910 1,706,663 3,114,118 N/A
Item 7.01. Regulation FD Disclosure.
OnOctober 11, 2021 , the Company issued a press release containing remarks byChristopher J. McGurk , the Chairman and Chief Executive Officer of the Company, delivered at the Annual Meeting. The press release is attached hereto as Exhibit 99.1. The information set forth in this Item 7.01 is intended to be furnished under Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. In addition, this information shall not be incorporated by reference into any registration statement filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 3.1 Certificate of Amendment to Fifth Amended and Restated
Certificate of
Incorporation 10.1 Amendment No. 5 to the 2017 Equity Incentive Plan. 99.1 Press release datedOctober 11, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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