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
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 134,347,921 common shares (46.92% of the 286,274,279 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
There were 48,186,622 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.
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Agenda Item 2. To ratify the appointment of
For Against Abstain
132,184,155 98.38% 386,584 0.28% 1,777,182 1.32%
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 2022 Stock Incentive Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For Against Abstain
82,997,740 96.32% 2,602,046 3.01% 561,513 0.65%
There were 48,186,622 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
82,723,720 96.01% 2,622,804 3.04% 814,775 0.94%
There were 48,186,622 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.
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Item 8.01 Other Events
On
Amir Adnani President and Chief Executive Officer;Pat Obara Secretary, Treasurer and Chief Financial Officer; andScott Melbye Executive Vice President.
In addition, on
A copy of the news release is attached as Exhibit 99.1 hereto.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
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 datedJuly 21, 2022 . 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
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