Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Stockholders (the "2021 Annual Meeting") of the
Company was held virtually on June 28, 2021. At the 2021 Annual Meeting, the
Company's shareholders elected Andrew Lapham, Laurence Sellyn, Jay Stubina and
Louise Sams to serve as members of the Board until the 2022 Annual Meeting of
Stockholders or until their respective successors have been elected and
qualified. On June 27, 2021, 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 2021 Annual Meeting: (i) the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered public
accounting firm for fiscal year ending February 28, 2022 was ratified; and (ii)
a proposal for advisory approval of the Company's 2021 executive compensation
(the "Say-on-Pay Vote") was approved.
The proposals below are described in detail in the Company's definitive proxy
statement dated June 1, 2021. The voting results for each proposal were as
follows:
Proposal 1: Election of three directors to hold office until the 2022 Annual
Meeting of Shareholders:
For Against Abstain Broker Non-Votes
Jay Stubina 27,914,082 11,552 10,786 3,793,551
Laurence Sellyn 27,597,753 328,551 10,116 3,793,551
Andrew Lapham 27,627,749 298,233 10,438 3,793,551
Louise Sams 27,922,878 11,448 2,094 3,793,551
Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for fiscal year 2022:
For Against Abstain
31,711,859 16,128 1,984
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
27,757,557 162,093 16,770 3,793,551
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