ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On
Annual General Meeting Proposal One: Election of Thirteen Directors
The Company's shareholders approved the election of thirteen director nominees to serve a term expiring at the end of the 2023 annual general meeting of shareholders by the votes set forth in the table below:
Name For Against Abstain Broker Non-Votes K'Lynne Johnson 30,863,945 247,228 9,444 2,122,935 Joseph Alvarado 30,628,312 484,434 7,871 2,122,935 Frank Bozich 30,998,267 114,769 7,581 2,122,935 Victoria Brifo 30,992,652 120,691 7,274 2,122,935 Jeffrey Cote 30,999,999 113,968 6,650 2,122,935
30,870,048 243,829 6,740 2,122,935
Annual General Meeting Proposal Two: Approval, on an Advisory Basis, of the Company's Named Executive Officers Compensation
The Company's shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 30,457,769 634,074 28,774 2,122,935
Annual General Meeting Proposal Three: Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm
The Company's shareholders ratified the audit committee's appointment of
For Against Abstain 33,102,592 129,088 11,872
Annual General Meeting Proposal Four: Approval of Authority to Issue Shares
The Company's shareholders approved the grant of authority of the Company's Board of Directors to issue shares, on an advisory basis, the compensation paid to the Company's named executive officers by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 30,934,745 167,970 17,902 2,122,935
Annual General Meeting Proposal Five: Approval of Authority to Opt Out of Statutory Pre-emption Rights
The Company's shareholders approved the authority of the Company's Board of Directors to opt out of statutory pre-emption rights, with respect to up to 10% of issued share capital, by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 31,065,642 38,587 16,388 2,122,935
Annual General Meeting Proposal Six: Approval of Amendment to Memorandum and Articles of Association
The Company's shareholders voted to approve an amendment to the Company's
memorandum and articles of association, as amended and restated on
For Against Abstain Broker Non-Votes 31,084,354 17,559 18,704 2,122,935
Annual General Meeting Proposal Seven: Approval of Price Range for Re-issuance of Treasury Shares
The Company's shareholders approved the price range for the Company's re-issuance of treasury shares, as described in the proxy statement, by the votes set forth in the table below:
For Against Abstain Broker Non-Votes 31,084,877 21,332 14,408 2,122,935
Annual General Meeting Proposal Eight: Approval of Omnibus Incentive Plan
The Company's shareholders approved the amendment and restatement of the Company's Omnibus Incentive Plan, by the votes set forth in the table below. The Amended & Restated Omnibus Incentive Plan is attached hereto as Exhibit 10.1.
For Against Abstain Broker Non-Votes 30,392,706 716,133 11,778 2,122,935
ITEM 9.01 Exhibits.
3.1 Memorandum and Articles of
contained in Exhibit 101)
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