Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On
The Amendment became effective upon the Company's filing of a Certificate of
Amendment to the Amended and Restated Certificate of Incorporation with the
Secretary of
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. Election of Directors
Proposal No. 1 was the election of three nominees to serve as Class II directors of the Company, each for a term of three years until the Company's 2026 annual meeting of stockholders. The results of the vote were as follows:
Nominee Votes For Votes Against Abstentions Broker Non-Votes Melanie Cox 92,171,009 13,362,844 37,716 3,940,459 Adriel Lares 93,225,014 12,307,288 39,267 3,940,459 James O'Hara 88,586,299 16,943,099 42,171 3,940,459
Pursuant to the foregoing votes, the three nominees listed above were elected to serve on the Company's Board of Directors. There were no additional director nominations brought before the meeting.
2. Ratification of the Appointment of
Company's Independent Registered Public Accounting Firm
Proposal No. 2 was the ratification of the appointment of PwC as the Company's
independent registered public accounting firm for the fiscal year ending
Votes For Votes Against Abstentions 109,448,548 17,251 46,229
Pursuant to the foregoing vote, the ratification of PwC as the Company's
independent registered public accounting firm for the fiscal year ending
3. Advisory Vote to Approve the Frequency of Future Stockholder Advisory Votes
on Compensation of Named Executive Officers
Proposal No. 3 was the approval, on an advisory basis, of the frequency of future stockholder advisory votes on compensation of the Company's named executive officers. The results of the vote were as follows:
Three Years Two Years One Year Abstentions 72,305,280 20,001 33,233,931 12,357
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Pursuant to the foregoing vote, the stockholders adopted a non-binding resolution indicating that the frequency of future advisory votes on compensation of the Company's named executive officers be every three years.
4. Approval of an Amendment to the Company's Amended and Restated Certificate of
Incorporation to Limit the Liability of Certain Officers of the Company
Proposal No. 4 was the approval of an amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company. The results of the vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 101,644,264 3,639,454 287,851 3,940,459
Pursuant to the foregoing vote, the amendment to the Company's Amended and Restated Certificate of Incorporation was approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation, datedJanuary 23, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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