Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As disclosed below in Item 5.07 of this Form 8-K, at the 2022 Annual Meeting of
Stockholders (the "Annual Meeting") of
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on
Proposal 1 - Election of Directors. The stockholders elected each of the five director nominees to serve as directors until the Company's 2023 Annual Meeting of Stockholders and until a successor is duly elected and qualified. Each nominee was a current director of the Company who was re-elected. The voting for the directors at the Annual Meeting was as follows:
Name Votes For Votes Withheld Broker Non-Votes Stephen D. Williams 24,673,396 12,955,161 6,543,050 Ana B. Amicarella 35,654,385 1,974,172 6,543,050 J. Brett Harvey 28,084,941 9,543,616 6,543,050 Walter J. Scheller, III 37,028,527 600,030 6,543,050 Alan H. Schumacher 36,801,028 827,529 6,543,050
Proposal 2 - Advisory Vote on Executive Compensation. The stockholders approved,
on an advisory basis, the compensation of our named executive officers as
disclosed in accordance with
Votes For Votes Against Abstentions Broker Non-Votes 29,604,306 7,922,390 101,861 6,543,050
Proposal 3 - Amendment to Certificate of Incorporation. The stockholders approved an amendment to the Company's Certificate of Incorporation in order to effect an additional three-year extension to the transfer restrictions designed to avoid imposition of limitations on the utilization of the Company's net operating losses and deferred tax assets. The result of the vote taken at the Annual Meeting was as follows:
Votes For Votes Against Abstentions Broker Non-Votes 35,690,986 1,920,472 17,099 6,543,050 2
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Proposal 4 - Ratification of Amendment to the Section 382 Rights Agreement. The
stockholders ratified an amendment to the Section 382 Rights Agreement, between
the Company and
Votes For Votes Against Abstentions Broker Non-Votes 33,673,429 3,948,744 6,384 6,543,050
Proposal 5 - Ratification of Appointment of Independent Registered Public
Accounting Firm. The stockholders ratified the appointment of
Votes For Votes Against Abstentions 44,118,005 41,359 12,243
Proposal 6 - Stockholder Proposal Concerning Majority Voting in Uncontested Director Elections. The stockholders approved the non-binding stockholder proposal requesting that the Company's Board of Directors initiate the appropriate process to amend the Company's organizational documents to provide that directors shall be elected by the affirmative vote of a majority of the votes cast at an annual meeting of stockholders in uncontested elections. The result of the vote taken at the Annual Meeting was as follows:
Votes For Votes Against Abstentions Broker Non-Votes 24,949,919 12,569,328 109,310 6,543,050
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description 3.1 Second Certificate of Amendment, datedApril 26, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
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