Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The principal features of the Employee Plan are described in detail under
"Proposal No. 5 Approval of the Company's Second Amended and Restated 2015
Employee Equity Incentive Plan" of the Company's Definitive Proxy Statement on
Schedule 14A for the 2023 Annual Meeting of Stockholders filed by the Company
with the
The foregoing description of the principal features of the Amendment and the Employee Plan is qualified in its entirety by reference to the full text of the Amendment, which is filed as Appendix A to the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1.The election of seven director nominees to our Board of Directors;
2.An advisory vote to approve our named executive officer compensation;
3.An advisory vote on the frequency of holding future advisory votes on named executive officer compensation;
4.The ratification of the appointment of
5.Approval of the Employee Plan;
6.Approval of the Company's Amended and Restated 2014 Non-Employee Directors' Restricted Stock Plan; and
7.Approval of an amendment to the Company's Amended and Restated Employee Stock Purchase Plan.
The proposals are more fully described in the Company's Proxy Statement. The following are the final vote results along with a brief description of each proposal.
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Proposal 1: Election of Directors: The stockholders of the Company elected each of the following director nominees for a term that will continue until the 2024 Annual Meeting of Stockholders.
Director For Against Abstain/Withheld Broker Non-Votes Matthew S. Lanigan 63,039,777 210,113 20,315 12,532,174 Roderick A. Larson 61,194,486 2,055,403 20,316 12,532,174 Michael A. Lewis 61,765,217 1,484,572 20,416 12,532,174 Claudia M. Meer 59,721,747 3,527,992 20,466 12,532,174 John C. Mingé 60,813,862 2,435,977 20,366 12,532,174 Rose M. Robeson 62,619,939 629,879 20,387 12,532,174 Donald W. Young 60,790,188 2,443,391 36,626 12,532,174
Proposal 2: An advisory vote on named executive officer compensation: The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the named executive officers as described in the Company's Proxy Statement.
For Against Abstain/Withheld Broker Non-Votes 62,733,855 447,797 88,553 12,532,174
Proposal 3: An advisory vote on the frequency of holding future advisory votes on named executive officer compensation: The stockholders of the Company approved, on a non-binding advisory basis, the holding of future advisory votes on named executive officer compensation every year.
One Year Two Years Three Years Abstain
57,617,923 28,199 5,558,601 65,482
Proposal 4: Ratification of the Appointment of Independent Registered Public
Accounting Firm: The stockholders of the Company ratified the appointment of
For Against Abstain/Withheld Broker Non-Votes
74,476,365 1,300,658 25,356 0 Proposal 5: Approval of the Employee Plan: The stockholders of the Company approved the Employee Plan. For Against Abstain/Withheld Broker Non-Votes 39,053,505 22,957,400 1,259,300 12,532,174
Proposal 6: Approval of our Amended and Restated 2014 Non-Employee Directors' Restricted Stock Plan: The stockholders of the Company approved the amendment and restatement of our 2014 Non-Employee Directors' Restricted Stock Plan.
For Against Abstain/Withheld Broker Non-Votes
60,711,540 2,527,163 31,502 12,532,174
Proposal 7: Approval of an amendment to our Amended and Restated Employee Stock Purchase Plan: The stockholders of the Company approved the amendment of our Amended and Restated Employee Stock Purchase Plan.
For Against Abstain/Withheld Broker Non-Votes 62,686,068 520,351 63,786 12,532,174
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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