Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On August 3, 2020, the Company's Board of Directors, upon the recommendation of the Compensation Committee, approved an amendment to Mr. Gordon's employment agreement to modify the term of his 41,667 performance-based restricted stock units ("RSUs") by extending the expiration date of the RSUs by one year, to October 1, 2021. On August 3, 2020, the Company and Mr. Gordon executed an amendment to Mr. Gordon's employment agreement to reflect the extended termination date of the RSUs.

Item 5.07 Submission of Matters to a Vote of Security Holders.

General

Odyssey held the Annual Meeting for the purpose of considering and acting upon the following matters:





     •    to elect six directors of the Company to serve until the next Annual
          Meeting of Stockholders and until their successors have been duly elected
          and qualified (the "Election Proposal");




     •    to ratify the appointment of Warren Averett, LLC, as our independent
          registered certified public accounting firm for the fiscal year ending
          December 31, 2020 (the "Ratification Proposal");




     •    to obtain non-binding advisory approval of the compensation of our named
          executive officers (the "Compensation Proposal"); and




     •    to transact such other business as may properly come before the meeting
          and at any adjournments or postponements thereof.

No other business came before the meeting.

Voting Results

Election Proposal

With respect to the Election Proposal, the six individuals named below were elected to serve as directors in accordance with the following vote:





                     Nominee                  For      Withheld
                     John C. Abbott        3,379,893   180,014
                     Laura L. Barton       3,413,471   146,436
                     Mark D. Gordon        3,439,484   120,423
                     Mark B. Justh         3,477,967    81,940
                     James S. Pignatelli   3,474,026    85,881
                     Jon D. Sawyer         3,411,786   148,121

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Ratification Proposal



With respect to the Ratification Proposal, the results of the vote were as
follows:



                              For      Against   Abstain
                           7,276,076   100,558   93,010


Compensation Proposal

With respect to the Compensation Proposal, the results of the vote were as
follows:



                              For      Against   Abstain
                           3,426,727   92,899    40,281


Broker Non-Votes

There were 3,909,737 broker non-votes with respect to the Election Proposal and the Compensation Proposal. Broker non-votes were not relevant to the Ratification Proposal.

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