Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting") of the
Company was held virtually on June 28, 2020. At the 2020 Annual Meeting, the
Company's shareholders re-elected Andrew Lapham, Laurence Sellyn, and Jay
Stubina and elected for the first time Peter Kezios to serve as members of the
Board until the 2021 Annual Meeting of Stockholders or until their respective
successors have been elected and qualified. On June 26, 2020, Daniel Solomita
was elected to the Board upon the affirmative vote of the sole holder of the
Company's Series A Preferred Stock, resulting in a total of five directors. In
addition, the Company's shareholders took the following actions at the 2020
Annual Meeting: (i) the appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for fiscal year ending
February 28, 2021 was ratified; and (ii) a proposal for advisory approval of the
Company's 2020 executive compensation (the "Say-on-Pay Vote") was approved.
The proposals below are described in detail in the Company's definitive proxy
statement dated May 4, 2020. The voting results for each proposal were as
follows:
Proposal 1: Election of four directors to hold office until the 2021 Annual
Meeting of Stockholders:
For Against Withheld Broker Non-Votes
Laurence Sellyn 26,196,392 458,247 317,028 4,487,144
Peter Kezios 26,514,348 449,260 8,059 4,487,144
Andrew Lapham 26,514,179 449,329 8,159 4,487,144
Jay Stubina 26,323,201 450,390 198,076 4,487,144
Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for fiscal year ending
February 28, 2021:
For Against Abstain
30,962,181 474,986 21,644
Proposal 3: Advisory vote to approve, on an advisory basis, the compensation of
the Company's Named Executive Officers as disclosed in the proxy statement:
For Against Abstain Broker Non-Votes
26,412,819 526,553 32,295 4,487,144
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