Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
Item 5.07 Submission of Matters to a Vote of Security Holders.
We held our Annual Meeting of Stockholders on
(1) Three nominees for Class B of the Board of Directors were elected to three-year terms, expiring in 2025. The votes were as follows:
Name For Withhold Broker Non-Votes James G. Reynolds 53,121,085 37,938,596 91,254,446 John H. Rexford 67,407,889 23,651,792 91,254,446 Marc A. Beilinson 54,269,621 36,790,060 91,254,446
Directors whose terms of office continued after the Company's 2022 Annual
Meeting of Stockholders and who were not subject to election at the 2022 Annual
Meeting of Stockholders are
(2) Ratification of the appointment of
For 158,965,538 Against 15,676,657 Abstain 7,671,932
(3) Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers as described in the Company's Proxy Statement. The votes were as follows:
For 56,929,069 Against 31,573,245 Abstain 2,557,367
(4) Acting upon a proposal to approve the
For 58,364,112 Against 30,212,609 Abstain 2,482,960
(5) Acting upon a proposal to approve the adoption of an amendment to the Company's certificate of incorporation to effect a reverse split of the Company's outstanding common stock at a ratio in the range of 1-for-2 to 1-for-20, to be determined at the discretion of the Company's Board of Directors The votes were as follows:
For 13,395,914,585 Against 6,779,693,419 Abstain 6,706,123 - 2 -
(6) Acting upon a proposal to approve an amendment to the Company's certificate of incorporation to increase the number of authorized shares of preferred stock from 20,000,000 shares to 40,000,000 shares. The votes were as follows:
For 9,343,848,206 Against 10,744,117,245 Abstain 3,097,223
(7) Acting upon a proposal to approve one or more adjournments of the Annual Meeting, if necessary or appropriate, if a quorum is present, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve Proposals No. 5 and 6. The votes were as follows:
For 113,327,650 Against 62,521,859 Abstain 6,464,618
The Company has posted a recording of the meeting on its investor relations
website. The board of directors has until
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.2 Amendment to Bylaws ofExela Technologies, Inc. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) - 3 -
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