Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held its 2022 Annual Meeting on October 12, 2022. A total of 31,486,533 shares of the Company's common stock were present in person or represented by proxy at the 2022 Annual Meeting, representing approximately 79.89% of the Company's common stock entitled to vote as of the September 6, 2022 record date (the "Record Date"). The following is a brief description of each matter voted upon at the 2022 Annual Meeting and the number of votes cast for, withheld or cast against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.

1. The election of the director nominee to serve as a Class II director for a three-year term to expire at the 2025 annual meeting of stockholders or until his successor is duly elected. The following Class II director was elected by the votes indicated.


                     For      Withheld   Broker Non-Votes
A. Brooke Seawell 23,204,323  2,004,566     6,277,644

2. The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. The selection was ratified by the votes indicated.


   For      Against  Abstain
30,759,064  514,798  212,671

3. The approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of the Company's NEOs. "One year" was approved as the frequency of future advisory votes on NEO compensation by the votes indicated.

One Year Two Years Three Years Abstain Broker Non-Votes 24,136,540 176,725 614,875 280,749 6,277,644

4. The adoption of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's common stock, at a ratio in the range of 1-for-5 to 1-for-50, such ratio to be determined by the Board of Directors and included in a public announcement. The amendment was adopted as the number of votes "FOR" represented a majority of the shares of our common stock outstanding as of the Record Date.


   For       Against   Abstain
29,680,740  1,690,552  115,241

5. The adoption of an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 300,000,000 to 450,000,000. The amendment was adopted as the number of votes "FOR" represented a majority of the shares of our common stock outstanding as of the Record Date.


   For       Against   Abstain  Broker Non-Votes
23,723,677  1,444,064  41,148      6,277,644

6. The approval, for purposes of complying with Nasdaq Listing Rule 5635, of the issuance of shares of our common stock issuable upon conversion of the senior secured convertible notes issued, or issuable, pursuant to the Note Purchase Agreement, dated June 24, 2022, by and among the Company, PSC Echo, LP and Drivetrain Agency Services, LLC, as administrative agent and collateral agent. The issuance was approved by the votes indicated.


   For       Against   Abstain  Broker Non-Votes
23,985,858  1,154,575  68,456      6,277,644

As previously reported in the Original Form 8-K, at the 2022 Annual Meeting, the Company conducted a non-binding advisory vote regarding the frequency of stockholder advisory approval of the compensation of the Company's NEOs. Among the options presented to stockholders (every "One Year," "Two Years" or "Three Years" or abstaining), the greatest number of votes were cast in favor of holding an advisory vote regarding the compensation of NEOs every year, which was also the frequency recommended to the stockholders by the Company's Board of Directors. After considering the results of the stockholder advisory vote, the Company -------------------------------------------------------------------------------- decided that it would hold an advisory vote on the compensation of the Company's NEOs every year, until the next required advisory vote on the frequency of such an advisory vote, which is expected to be held at the Company's 2028 Annual Meeting of Stockholders.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses