Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The stockholders elected two nominees, Mr.Jonathan W. Painter and Mr.Jeffrey L . Powell, to the class of directors whose three-year term expires at the Company's annual meeting of stockholders in 2025. The stockholders cast 9,729,652 shares in favor and 793,584 shares againstMr. Painter's election. In addition, 2,928 shares abstained and 378,193 broker non-votes were recorded, which had no effect on the outcome of the vote. The stockholders cast 10,277,245 shares in favor and 245,890 shares againstMr. Powell's election. In addition, 3,029 shares abstained and 378,193 broker non-votes were recorded, which had no effect on the outcome of the vote. 2. The stockholders approved a non-binding advisory resolution on the executive compensation of the Company's named executive officers. The stockholders cast 9,772,422 shares in favor and 743,211 shares against this proposal. In addition, 10,531 shares abstained and 378,193 broker non-votes were recorded, which had no effect on the outcome of the vote. 3. The stockholders approved a grant of such number of restricted stock units determined by dividing$170,000 by the grant date fair value per share of the Company's common stock based on the closing price on the day of grant, which was the date of the 2022 annual meeting, calculated in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation, to the Company's non-employee directors under the Company's 2006 amended and restated equity incentive plan, as amended. The stockholders cast 10,262,797 shares in favor and 253,771 shares against this proposal. In addition, 9,596 shares abstained and 378,193 broker non-votes were recorded, which had no effect on the outcome of the vote. 4. The stockholders ratified the selection ofKPMG LLP as the Company's independent registered accounting firm for the 2022 fiscal year. The stockholders cast 10,868,430 shares in favor and 29,375 shares against this proposal. In addition, 6,552 shares abstained, which had no effect on the outcome of the vote.
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KADANT INC.
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