Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2021, the Company held its 2020 Annual Meeting of Stockholders (the
"Annual Meeting"). At the beginning of the Annual Meeting, there were 4,516,418
shares of Common Stock present at the Annual Meeting in person or by proxy,
which represented 51.45% of the voting power of the shares of Common Stock
entitled to vote at the Annual Meeting, and which constituted a quorum for the
transaction of business. Holders of Common Stock were entitled to one vote for
each share held as of the close of business on April 1, 2021. At the Annual
Meeting, the Company's stockholders approved the following proposals, each of
which is described in more detail in the Company's Definitive Proxy Statement
filed with the Securities and Exchange Commission on April 27, 2021(the "Proxy
Proposal 1. Election of Directors.
Nominee For Against Abstentions Non-Votes
Daniel Dus 4,458,947 0 57,471 0
Stewart Martin 4,478,662 0 37,756 0
Each of the above nominees was elected to serve as a director until the 2023
Annual Meeting of Stockholders or until the election and qualification of his
The following proposal was approved:
Proposal 2. To ratify the appointment of Marcum LLP as the Company's independent
registered public accounting firm for the fiscal year ending December 31, 2019.
For Against Abstentions Non-Votes
4,095,640 121,856 298,922 0
At the time of the Annual Meeting, there were insufficient votes to pass
Proposals 3 and 4, which sought to approve (i) an amendment to the Company's
Second Amended and Restated Certificate of Incorporation to reduce the
percentage of outstanding shares required to approve an amendment to the
Certificate of Incorporation from 66.667% to a simple majority, and (ii) an
amendment to the Company's Second Amended and Restated Certificate of
Incorporation to allow for any action required or permitted to be taken by the
stockholders of the Company to be effected by written consent, respectively. As
provided in the Company's Bylaws, the Chairman of the Company's Board of
Directors elected to adjourn the Annual Meeting with respect to the votes for
Proposals 3 and 4 in order to solicit additional proxies for such proposals. As
announced at the Annual Meeting, such Annual Meeting will reconvene virtually at
1:00 P.M. Eastern Daylight Time on June 8, 2021. The reconvened Annual Meeting
will be virtual and accessible at www.virtualshareholdermeeting.com/ISUN2020AM.
During the period of adjournment, the Company will continue to accept
stockholder votes on Proposals 3 and 4.
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