ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
At the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
At the Annual Meeting, the Company's stockholders approved proposals to amend
the Company's Amended and Restated Certificate of Incorporation, as amended (the
"Charter"), to (i) provide for the annual election of directors and eliminate
the classified board structure; and (ii) increase the maximum number of
directors to 13 (the "Amendments"). The Company's Charter previously provided
for the Board to be divided into three classes, with each class serving a
staggered three year term, and a maximum Board size of 11. The Board previously
approved the Amendments, subject to receipt of stockholder approval at the
Annual Meeting. The Company filed a Certificate of Amendment with the
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting was held on
(b) Six proposals were submitted by the Board to a vote of Company stockholders, and the final results of the voting on each proposal, rounded to the nearest whole share, are noted below.
The Company's stockholders elected each of the Board's four nominees for Class A
Director for terms that expire in 2022, or until their successors are duly
elected and qualified as Class A Directors; approved the amendment to the
Company's Certificate of Incorporation to provide for the annual election of
directors and eliminate the classified Board structure; approved the amendment
to the Company's Certificate of Incorporation to increase the size of the Board
from 11 to 13; ratified the appointment of
-------------------------------------------------------------------------------- Proposal No. 1- Election of Directors Nominee For Withheld Broker Non-Vote William J. Colombo 286,646,117 2,061,676 4,083,681 Sandeep Mathrani 288,297,958 409,835 4,083,681 Desiree Ralls-Morrison 288,065,584 642,209 4,083,681 Larry D. Stone 286,289,960 2,417,833 4,083,681
Proposal No. 2- Amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to provide for the annual election of directors and eliminate the classified board structure
For Against Abstain Broker Non-Vote 288,549,969 28,860 128,964 4,083,681
Proposal No. 3- Amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to provide for an increase in the size of the Board, from 11 to 13
For Against Abstain Broker Non-Vote 292,336,588 275,815 179,071 - Proposal No. 4- Ratification of the Appointment of Independent Registered Public Accounting Firm For Against Abstain Broker Non-Vote 291,526,070 1,121,471 143,933 - Proposal No. 5- Non-Binding Advisory Vote on the Compensation of Named Executive Officers For Against Abstain Broker Non-Vote 285,089,333 3,436,419 182,041 4,083,681 Proposal No. 6- Amendment and Restatement of the Company's 2012 Stock and Incentive Plan For Against Abstain Broker Non-Vote 261,236,101 27,298,990 172,702 4,083,681
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