Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On
(e) Amended & Restated 2010 Incentive Plan
On
The Amended Plan extends the initial ten (10) year term of the 2010 Incentive Plan by an additional five (5) years, untilJune 11, 2025 . In addition, the Amended Plan (i) adds a limit of$425,000 on the total amount of compensation that could be payable to a non-employee Company director, whether in the form of cash or stock, during a calendar year, (ii) eliminates the ability under the Amended Plan, as of the effective date of the amendment, to grant new stock options or stock appreciation rights to any participant until such time, if any, as the Amended Plan is subsequently amended to provide for the ability to make such grants, and (iii) makes certain technical changes to language regarding the deductibility of awards under Section 162(m) of the Internal Revenue Code of 1986, as amended, that is no longer applicable following the enactment of the Tax Cuts and Jobs Act of 2017.
The Amended Plan did not increase the number of shares available for grant under the 2010 Incentive Plan.
The Amended Plan is attached hereto as Exhibit 10.1 and is hereby incorporated herein by reference. The foregoing description of the Amended Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
1. To elect nine directors to serve until the Company's next Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2. To consider a non-binding advisory resolution approving named executive officer compensation;
3. To ratify the appointment of
4. To approve the Amended Plan; and
5. To consider a stockholder proposal regarding action by written consent.
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The results were as follows:
Proposal 1. The nominees for director were elected based upon the following votes: Nominee Shares For Shares Against Abstentions Broker Non-Votes John W. Altmeyer 47,244,017 1,632,485 55,870 1,293,299 Anthony J. Guzzi 46,648,320 2,022,975 261,077 1,293,299 Richard F. Hamm, Jr. 46,512,756 2,363,726 55,890 1,293,299 David H. Laidley 47,772,529 1,103,971 55,872 1,293,299 Carol P. Lowe 48,553,193 324,495 54,684 1,293,299 M. Kevin McEvoy 47,831,541 1,045,234 55,597 1,293,299 William P. Reid 47,995,169 877,913 59,290 1,293,299 Steven B. Schwarzwaelder 47,830,276 1,046,588 55,508 1,293,299 Robin Walker-Lee 48,073,365 803,932 55,075 1,293,299
All of the Company's incumbent directors standing for election were re-elected.
Proposal 2. The proposal for stockholders to approve, on a non-binding advisory basis, the compensation of the Company's named executive officers was approved based upon the following votes: Shares For 44,085,238 Shares Against 4,325,344 Shares Abstaining 521,790 Broker Non-Votes 1,293,299 Proposal 3. The proposal for stockholders to ratify the appointment ofErnst & Young LLP as the Company's independent auditors for 2020 was approved based upon the following votes: Shares For 46,600,977 Shares Against 565,136 Shares Abstaining 59,558 There were no broker non-votes on this item.
Proposal 4. The proposal for stockholders to approve the Amended & Restated 2010 Incentive Plan was approved based upon the following votes:
Shares For 47,200,025 Shares Against 1,664,344 Shares Abstaining 68,003 Broker Non-Votes 1,293,299
-------------------------------------------------------------------------------- Proposal 5. The proposal for stockholders to consider a proposal requiring the Board of Directors of the Company to take steps to permit stockholder actions to be taken by written consent in lieu of a meeting of the stockholders was not approved, based on the following votes: Shares For 21,939,208 Shares Against 26,767,754 Shares Abstaining 225,410 Broker Non-Votes 1,293,299
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Amended and Restated 2010 Incentive Plan Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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