Item 5.07 Submission of Matters to a Vote of Security Holders

On September 23, 2022, we conducted our annual shareholder meeting. The items addressed at the meeting included election of directors, confirmation of the appointment of our independent auditor, and advisory "say on pay" and "say on frequency" votes. A total of 37,042,144 shares (including 822,230 shares of Series B Preferred Stock casting 818,334 votes) were voted at the meeting, representing approximately 67.91% of the shares outstanding and entitled to vote.

Our shareholders elected existing directors Jeffrey Thompson, Joseph Freedman, Nicholas Liuzza, Jr., Jonathan Read, and Christopher Moe to each serve for an additional one-year term. The shareholder votes for each of the director candidates were as follows:

Director Candidate Votes For Votes Withheld Broker Non-votes Jeffrey Thompson 27,080,643 237,564 9,723,937 Joseph Freedman 25,632,143 1,686,065 9,723,937 Nicholas Liuzza, Jr. 27,147,346 170,861 9,723,937 Jonathan Read 27,739,913 1,578,294 9,723,937 Christopher Moe 27,224,184 94,024 9,723,937

The second proposal considered by shareholders -- ratification of the appointment of BF Borgers, CPA, PC as the company's audit firm and independent registered public accounting firm - was approved by a vote of 36,593,696 in favor, 304,784 against, 142,663 abstaining, and 1,001 broker non-votes.

The third proposal considered by shareholders - approval, on an advisory basis, of the compensation of our named executive officers as disclosed in our proxy statement - was approved by a vote of 26,712,200 in favor, 521,455 against, 84,552 abstaining, and 9,723,937 broker non-votes.

The fourth and final proposal considered by shareholders - an advisory vote on the frequency of future "say on pay" votes - resulted in shareholder advisory approval of holding "say on pay" votes every three years, with the following vote totals:





Say on Pay every 3 years 23,926,348
Say on Pay every 2 years 1,218,785
Say on Pay every year    2,026,326
Abstain                  146,746

Broker non-votes 9,723,939

© Edgar Online, source Glimpses