Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Company's annual meeting of stockholders held on June 9, 2022 (the "Annual Meeting"), the Company's stockholders voted on the election of two Directors in Class III of the Board of Directors each for a three year term of office continuing until the Company's 2025 annual meeting of stockholders and until her, his or their respective successor is duly elected and qualifies. The following persons were elected as Directors and received the following votes:





                                                 Broker
Nominee             Votes For     Withhold      Non-Votes
Lisa Harris Jones   6,699,055     4,653,670     1,593,301
Rajan C. Penkar     8,218,609     3,134,116     1,593,301

The Company's stockholders also ratified the appointment of Deloitte & Touche LLP as the Company's independent auditors to serve for the 2022 fiscal year. This proposal received the following votes:





                                        Broker
   For         Against     Abstain     Non-Votes
12,922,536      6,323      17,167         N/A

The results reported above are final voting results.




Item 8.01.     Other Events.



Director Compensation

Also on June 9, 2022, the Company updated its Director compensation arrangements. A summary of the Company's currently effective Director compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Consistent with the Company's Director compensation arrangements, on June 9, 2022, the Company awarded each of the Company's Directors 3,000 shares of Common Stock, $0.01 par value.




Item 9.01.     Financial Statements and Exhibits.



(d)    Exhibits



       10.1     Summary of Director Compensation

              Cover Page Interactive Data File (embedded within the Inline XBRL
     104      document).

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