Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2022 annual meeting of stockholders (the "Annual Meeting") of
The Annual Meeting was adjourned with respect to Proposal 4, a proposal to approve an amendment to the Company's Certificate of Incorporation increasing the authorized shares of common stock from 7,756,156 shares to 46,536,936 shares, in order to provide the Company with time to resolve its disagreement with certain stockholders over their voting commitments pursuant to their stockholders' agreement with the Company. The Annual Meeting will be reconvened onFebruary 14, 2023 at10:30 a.m. Central time at the Company's offices located at1700 Pacific Avenue , Suite 2900,Dallas, Texas 75201. Each stockholder of record is entitled to one vote per share of common stock. OnSeptember 22, 2022 , the record date for the Annual Meeting (the "Record Date"), there were 7,710,932 issued and outstanding shares of common stock. Present at the Annual Meeting in person or by proxy were holders of 6,633,537 shares of common stock or 86.02% of the voting power entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum. The Inspector of Election issued its final report, which certified final voting results with respect to all proposals voted upon at the Annual Meeting other than Proposal 4. Set forth below are the final voting results, as provided
by the Inspector of Election: Proposal 1: To elect four (4) Class II members of the Company's Board of Directors to serve until the 2025 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed). Broker Votes For Votes Against Abstentions Non-Votes Rhys J. Best 4,692,006 873,898 96,477 971,156 Donald G. Cook 3,519,576 2,084,963 57,842 971,156 Donna E. Epps 4,537,444 1,064,970 59,967 971,156 Eric L. Oliver 5,332,389 292,114 37,878 971,156 Proposal 2: Broker Votes For Votes Against Abstentions Non-Votes To approve, by advisory non-binding vote, executive compensation. 3,805,062 1,519,062
338,261 971,156 Proposal 3: Broker Votes For Votes Against Abstentions Non-Votes To approve an amendment to the Company's Amended and Restated Certificate of Incorporation providing for the declassification of the Board. 5,145,043 189,237 328,101 971,156 Proposal 5: Broker Votes For Votes Against Abstentions Non-Votes To ratify the appointment ofDeloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2022. 6,556,453 45,321 31,763 0 2 Proposal 6: Broker Votes For Votes Against Abstentions Non-Votes To consider a non-binding stockholder proposal regarding the stockholders' right to call for a special meeting. 1,722,246 3,908,265
31,870 971,156 Proposal 7: Broker Votes For Votes Against Abstentions Non-Votes To consider a non-binding stockholder proposal regarding hiring an investment banker in connection with the evaluation of a potential spinoff. 1,179,368 4,394,928 88,085 971,156 Proposal 8: Broker Votes For Votes Against Abstentions Non-Votes To consider a non-binding stockholder proposal regarding the release of all remaining obligations of the stockholders' agreement between the Company and certain stockholders. 1,650,305 3,959,493
52,583 971,156 Proposal 9: Broker Votes For Votes Against Abstentions Non-Votes To consider a non-binding stockholder proposal regarding the stockholders' right to act by written consent. 2,953,574 2,637,404
71,403 971,156 Proposal 10: Broker Votes For Votes Against Abstentions Non-Votes To consider a non-binding stockholder proposal regarding director election and resignation policy. 1,613,923 3,729,448
319,010 971,156
No other matters were properly presented for consideration or stockholder action at the Annual Meeting.
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