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

On June 3, 2020, the Company held its Annual Meeting of Shareholders at which three proposals were voted upon:





  1. the election of three class 3 directors for a three-year term,
  2. ratification of appointment of independent auditors, and
  3. approval of a shareholder proposal on majority voting for directors.



Proposal 1 - Election of Directors. The following persons were duly elected to serve, subject to the Company's by-laws, as directors of the Company for a three-year term expiring at the 2022 annual shareholders' meeting, or until election and qualification of their successors:





Director            Kevin R. Hoben       Mark F. Albino       James M. Dubin
Votes in Favor            8,675,343            8,626,259            7,001,058
Votes Withheld               31,017               80,101            1,705,302
Broker Non-Votes          1,264,939            1,264,939            1,264,939











Proposal 2 - Ratification of Independent Auditors.

The proposal to ratify the appointment by the Audit Committee of the Board of Directors of independent auditors to audit the Company's financial statements for the year ending December 31, 2020 was ratified by the shareholders:





                              For         9,967,960
                              Against         1,288
                              Abstain         2,051



Proposal 3 - Shareholder Proposal.

The shareholder proposal to change the company's organizational documents to require majority voting for election of directors was not approved:





                             For           2,404,780
                             Against       6,290,325
                             Abstain          11,254
                             Non-Votes     1,264,939

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