Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
The Board of Directors (the "Board") of
The description of the terms of the Amended and Restated Plan contained herein
and in the Company's Proxy Statement on Schedule 14A (the "2022 Proxy
Statement") filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's 2022 Annual Meeting was held on
Proposal 1 - Election of Three Class II Directors. The stockholders elected each of the director nominees to serve as a Class II director until the Company's 2025 Annual Meeting of Stockholders and until a successor has been duly elected and qualified. The three nominees were current Class II directors of the Company who were re-elected. The result of the vote taken at the 2022 Annual Meeting was as follows:
Name Votes For Votes Against Abstentions Broker Non-Votes J. Boyd Douglas 12,185,296 278,284 755 907,689 Charles P. Huffman 11,718,021 744,477 1,837 907,689 Denise W. Warren 12,335,482 128,478 375 907,689
Proposal 2 - Approval of the Amendment and Restatement of the 2019 Incentive Plan. The stockholders approved the adoption of the Amended and Restated Plan. The result of the vote taken at the 2022 Annual Meeting was as follows:
Votes For Votes Against Abstentions Broker Non-Votes 11,745,254 711,381 7,700 907,689
Proposal 3 - Advisory Vote on Executive Compensation. The stockholders adopted a resolution approving, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's 2022 Proxy Statement in accordance with the compensation disclosure rules of the Commission. The result of the vote taken at the 2022 Annual Meeting was as follows:
Votes For Votes Against Abstentions Broker Non-Votes 12,264,489 187,957 11,889 907,689 1
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Proposal 4 - Ratification of Appointment of Independent Registered Public
Accountants. The stockholders ratified the appointment of
Votes For Votes Against Abstentions 12,992,359 378,478 1,187
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is filed herewith:
Exhibit Number Description 10.1Computer Programs and Systems, Inc. Amended and Restated 2019 Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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