Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Stockholders (the "Annual Meeting") ofAdvanced Drainage Systems, Inc. (the "Company") was held via webcast onJuly 21, 2022 , at10:00 a.m. Eastern Time . Stockholders were able to participate in the Annual Meeting and vote via live webcast. Stockholders considered five proposals at the meeting, each of which is described in more detail in the Company's Definitive Proxy Statement on Schedule 14A, which was filed with theSecurities and Exchange Commission ("SEC") onJune 9, 2022 . The final voting results are reported below. Proposal One: Election of eight directors, includingAnesa T. Chaibi ,Robert M. Eversole ,Alexander R. Fischer ,Kelly S. Gast ,M.A. (Mark) Haney ,Ross M. Jones ,Anil Seetharam , andManuel Perez de la Mesa to serve for a one-year term until the 2023 annual meeting of stockholders.
The Company's stockholders elected each of the eight nominees for director, and the voting results are set forth below:
Name For Against Abstentions Broker Non-Votes Anesa T. Chaibi 72,700,569 512,250 879,688 1,737,116 Robert M. Eversole 70,071,946 3,141,056 879,505 1,737,116 Alexander R. Fischer 68,020,432 5,193,037 879,038 1,737,116 Kelly S. Gast 72,827,381 394,986 870,140 1,737,116 M.A. (Mark) Haney 72,685,423 573,852 833,232 1,737,116 Ross M. Jones 72,341,596 1,211,402 539,509 1,737,116 Manuel Perez de la Mesa 72,759,109 509,493 823,905 1,737,116 Anil Seetharam 72,226,073 1,115,653 750,781 1,737,116
Proposal Two: Ratification of the appointment of
The Company's stockholders ratified the selection of
For Against Abstentions Broker Non-Votes 73,906,928 1,527,150 395,545 -
Proposal Three: Advisory vote to approve the compensation of the Company's executive officers as disclosed in the Company's Proxy Statement.
The Company's stockholders gave advisory approval of the compensation of the Company's executive officers as disclosed in the Proxy Statement, and the voting results are set forth below: For Against Abstentions Broker Non-Votes 69,454,095 3,335,328 1,303,085 1,737,116
Proposal Four: Advisory vote on whether a non-binding advisory vote on the compensation for the Company's named executive officers should be held every one, two or three years.
The Company's stockholders gave advisory approval of setting the frequency of future advisory votes on executive compensation at one year, and the voting results are set forth below:
One Year Two Years Three Years Abstentions 72,214,689 136,362 1,130,953 610,503 610,503 1
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Proposal Five: Approval of the
The Company's stockholders approved the ESPP and the voting results are set forth below: For Against Abstentions Broker Non-Votes 73,766,278 227,108 99,121 1,737,116
Item 7.01 Regulation FD Disclosure.
On
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
The following exhibits are being furnished as part of this report:
99.1 Press release, datedJuly 21, 2022 , issued by Advanced
Drainage Systems,
Inc. 104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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