Item 1.01. Entry into a Material Definitive Agreement.
On
The Credit Agreement provides for a
Except as specifically amended by the Amendment, the Credit Agreement remains in full force and effect according to its terms. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 2.03. Creation of a Direct Finance Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this report is by this reference incorporated in this Item 2.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)The Annual Meeting of Shareholders of the Company was held on
(b)Three matters, which are more fully described in the Company's definitive
proxy statement filed with the
1.To elect eight directors;
2.To ratify the appointment of
3.To approve, by non-binding vote, the Company's named executive officer compensation.
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At the Meeting, 17,066,758 shares of common stock were represented in person or
by proxy, or 87.5 percent of the 19,505,106 shares outstanding and entitled to
vote at the Meeting as of
1. Election of Directors. The following directors were elected at the Meeting by the votes cast as follows: Nominee For Withheld Broker Non-votes Timothy P. Boyle 12,780,194 1,021,304 3,265,260 Marc J. Cramer 13,204,686 596,812 3,265,260 Paul D. Davis 13,235,353 566,145 3,265,260 Matthew E. Gilbertson 13,711,385 90,113 3,265,260 Kevin R. Kelly 13,203,041 598,457 3,265,260 David R. Lord 13,198,701 602,797 3,265,260 Nickolas A. Mills 13,711,420 90,078 3,265,260 Jacqueline S.Woodward 13,723,003 78,495 3,265,260
2. Ratification of Auditors. The proposal to ratify the selection of
For Against Abstentions 16,917,282 45,124 104,352
3. Say on Pay. The proposal to approve, by non-binding vote, the Company's named executive officer compensation, as recommended by the Board of Directors, passed by the following vote:
For Against Abstentions Broker Non-votes 13,391,488 397,083 12,927 3,265,260 Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following exhibit is filed with this Form 8-K:
10.1 Fifth Amendment to Amended and Restated Credit Agreement, dated
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