Item 5.07(a), (b) and (d) Submission of Matters to a Vote of Security Holders.

On August 6, 2020, the Company held its 2020 Annual Meeting. As of the June 10, 2020 record date for the determination of the shareholders entitled to notice of, and to vote at, the 2020 Annual Meeting, 30,419,701 shares of common stock of the Company were outstanding and entitled to vote, each entitled to one vote per share. Approximately 82% of all votes were represented at the 2020 Annual Meeting in person or by proxy. At the 2020 Annual Meeting, the Company's shareholders voted on the following proposals:

Proposal One-Election of Directors: To elect two Class II directors, Ellen B. Richstone and Michael J. Potts, to serve until the Company's 2021 Annual Meeting of Shareholders, in each case, until their successors have been duly elected and qualified. In accordance with the voting results listed below, Ms. Richstone and Mr. Potts were elected as directors by over 68% of the votes cast.





            Name                    For       Withheld    Broker Non-Votes
            Ellen B. Richstone   10,636,411   4,797,413      9,602,227
            Michael J. Potts     11,063,360   4,370,464      9,602,227

Proposal Two-Say-On-Pay: To conduct an advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Definitive Proxy Statement. In accordance with the voting results listed below, the Company's executive compensation as disclosed in the Definitive Proxy Statement has been approved by approximately 67% of the votes cast. The Compensation Committee has noted the results of voting on the advisory resolution regarding executive compensation. During fiscal 2021, the Compensation Committee will meet to specifically consider these voting results to review best practices for executive compensation and how such best practices may enhance the Company's executive compensation programs and will engage with key shareholders to obtain their views on the Company's executive compensation proposal.





                    For        Against    Abstain   Broker Non-Votes
                 10,321,049   4,927,674   185,101      9,602,227

Proposal Three-Ratification of Independent Public Accountant: To ratify BDO USA, LLP to serve as the Company's independent registered public accounting firm for its 2021 fiscal year. In accordance with the voting results listed below, BDO USA, LLP was ratified by approximately 98% of the votes cast and BDO USA, LLP will serve as the independent registered certified public accountants for the Company's fiscal 2021.





                     For       Against   Abstain   Broker Non-Votes
                  24,490,763   414,504   130,784          0

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