Item 5.07.Submission of Matters to a Vote of Security Holders
Results of the Annual General Meeting
An Annual General Meeting of Shareholders (the "AGM") of the Company was held on
Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company's solicitation.
A total of 110,491,277 common shares (47.38% of the 233,196,898 issued and
outstanding shares of the Company's common stock entitled to vote as of
Agenda Item 1.To elect six directors:
Nominee For Withheld Amir Adnani 61,869,271 97.05% 1,877,599 2.95% Spencer Abraham 43,815,028 68.73% 19,931,842 31.27% Vincent Della Volpe 58,902,679 92.40% 4,844,191 7.60% David Kong 39,833,621 62.49% 23,913,249 37.51% Ganpat Mani 59,052,145 92.64% 4,694,725 7.36% Gloria Ballesta 63,282,741 99.27% 464,129 0.73%
There were 46,744,407 broker non-votes with respect to this agenda item. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on this agenda item.
Agenda Item 2.To ratify the appointment of
--------------------------------------------------------------------------------
- 2 -
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
For Against Abstain 110,176,107 99.71% 186,637 0.16% 128,533 0.11%
There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item.
Agenda Item 3.To approve the Company's 2021 Stock Incentive Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For Against Abstain 60,087,869 94.26% 2,949,897 4.62% 709,104 1.11%
There were 46,744,407 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this agenda item.
Agenda Item 4.To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For Against Abstain 61,372,493 96.27% 1,624,967 2.54% 749,410 1.17%
There were 46,744,407 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this agenda item.
Determination on Frequency of Shareholder Vote on the Compensation of Executives
The Company's Board of Directors has determined to include on an annual basis a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.
--------------------------------------------------------------------------------
- 3 -
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Item 8.01Other Events
On
Amir AdnaniPresident and Chief Executive Officer;
Pat ObaraSecretary, Treasurer and Chief Financial Officer; and
Scott MelbyeExecutive Vice President.
In addition, on
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro forma Financial Information
Not applicable. (c) Shell Company Transaction Not applicable. (d) Exhibits Exhibit Description 99.1 News Release dated August 2 , 20 2 1 . __________
--------------------------------------------------------------------------------
- 4 -
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
© Edgar Online, source