Item 2.02 Results of Operations and Financial Condition.
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders onMarch 9, 2023 (the "Annual Meeting"). The shareholders: (1) elected all eight of the Company's nominees for director to serve until its next Annual Meeting of Shareholders; (2) approved, on an advisory basis, the compensation for the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting; (3) approved, on an advisory basis, a preference for future say-on-pay votes to be held on an annual basis; and (4) ratified the appointment ofRSM US LLP to serve as the Company's independent registered public accounting firm for the fiscal year endingOctober 31, 2023 . Shares were voted on these proposals as follows: Number of Number of Broker Votes Votes Non- FOR WITHHELD Votes Election of Directors: Thomas A. Aaro 2,939,869 2,140,037 653,607 Michael Doar 4,993,288 86,618 653,607 Cynthia Dubin 5,023,183 56,723 653,607 Timothy J. Gardner 5,020,620 59,286 653,607 Jay C. Longbottom 2,939,094 2,140,812 653,607 Richard Porter 2,919,349 2,160,557 653,607 Janaki Sivanesan 4,764,849 315,057 653,607 Gregory S. Volovic 5,020,237 59,669 653,607 Broker Non- For Against Abstentions Votes Advisory vote to approve executive compensation: 4,052,666 899,775 127,465 653,607 3 Years Broker Non- 1 Year 2 Years Abstentions Votes Advisory vote on frequency of future say-on-pay votes: 4,468,123 8,845 482,600 120,338 653,607 Broker Non- For Against Abstentions Votes Ratification of - appointment of public accounting firm: 5,649,468 79,273 4,772
In light of the advisory vote results on the frequency of future say-on-pay votes, and consistent with the recommendation of the Board of Directors (the "Board") of the Company, the Board has determined that the Company will hold a shareholder advisory vote on executive compensation on an annual basis until the next required vote on the frequency of future say-on-pay votes.
Item 7.01 Regulation FD Disclosure.
The Release issued by the Company on
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