Item 5.07. Submission of Matters to a Vote of Security Holders
Results of the Annual Meeting of Stockholders
An Annual Meeting of Stockholders (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 45,361,677 shares (30.93% of the 146,636,974 issued and outstanding
shares of the Company's common stock entitled to vote as of
Agenda Item 1. To elect five directors:
Nominee For Withheld Michael Mills 27,134,936 80.64 % 6,513,075 19.36 % Brent Reuter 27,262,067 81.02 % 6,385,944 19.98 % Stephen Hoffman 27,232,870 80.93 % 6,415,141 19.07 % Alexis Podesta 27,212,699 80.87 % 6,435,312 19.13 % Joshua Rosen 33,121,701 98.44 % 526,310 1.56 %
There were 11,713,666 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 the election of directors.
Agenda Item 2. To ratify the appointment of
For Against Abstain
38,908,336 85.77% 989,298 2.18% 5,464,043 12.05%
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.
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Agenda Item 3. To ratify and approve the Company's new 2023 Stock and Incentive Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For Against Abstain
24,393,657 72.49% 8,322,455 24.74% 931,899 2.77%
There were 11,713,666 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 proposal.
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
25,446,985 75.62% 8,108,477 24.10% 92,549 0.28%
There were 11,713,666 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 proposal.
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.
Item 8.01 Other Events
On
Michael Mills President and Chief Executive Officer;
Stephen Hoffman Chief Operating Officer; and
Darren Tindale Corporate Secretary.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) __________ 4
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