Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of
As disclosed in the
Item 5.07 Submission of Matters to a Vote of Security Holders.
As of
The number of votes cast for and against, as well as abstention votes and broker non-votes, as applicable, with respect to each proposal presented at the Annual Meeting was as follows:
Proposal No. 1 - Adoption of the Merger Agreement
The Stockholders approved the adoption of the Agreement and Plan of Merger,
dated as of
FOR AGAINST ABSTAIN BROKER NON-VOTES 40,768,257 148,569 83,194 4,030,771
Proposal No. 2 - Approval on an advisory (non-binding) basis certain compensation arrangements for the company's named executive officers in connection with the Merger.
The Stockholders approved, on an advisory, non-binding basis, the certain
compensation arrangements paid to the Company's named executive officers in
connection with the merger of the Company and
FOR AGAINST ABSTAIN BROKER NON-VOTES 40,437,054 398,896 164,070 4,030,771
Proposal No. 3 - Election of Directors
The Stockholders elected three directors to the Company's Board of Directors, each for a three-year term as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES Randolph L. Howard 37,128,622 3,737,335 134,063 4,030,771 Debora M. Frodl 39,015,213 1,848,899 135,908 4,030,771 Dylan Glenn 40,671,212 192,428 136,380 4,030,771
Proposal No. 4 - "Say-On-Pay" Advisory Vote on the Executive Compensation
The Stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company's named executive officers as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 40,095,531 773,027 131,462 4,030,771
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Proposal No. 5 - Ratification of the Appointment of
The Stockholders ratified the appointment of
FOR AGAINST ABSTAIN 44,497,051 436,698 97,042
Proposal No. 6 - Approval of the adjournment of the Annual Meeting, if necessary, to continue to solicit additional proxies to adopt the Merger Agreement.
The Stockholders approved the proposal to adjourn the Annual Meeting, if necessary, to continue to solicit additional proxies to adopt the Merger Agreement as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES 36,161,085 4,741,276 97,659 4,030,771
However, because the proposal to adopt the Merger Agreement was approved, the adjournment of the Annual Meeting was not necessary to continue to solicit additional proxies and, accordingly, the Annual Meeting was not adjourned.
The information in this Form 8-K, including the press release furnished as Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 99.1 Merger Approval Press Rele ase 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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