Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on
Pursuant to the Amended and Restated Stockholders Agreement, dated
As a non-employee director,
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. Election of Two Class I Directors
The Company's shareholders elected, for a three-year term, the following nominees for election as Class I directors of the Board. For each nominee, the votes cast for, the votes withheld and broker non-votes were as follows:
Director For Withhold Broker Non-Votes
2. Ratification of the Appointment ofErnst & Young LLP asJOANN's Independent Registered Public Accounting Firm for the Fiscal Year EndingJanuary 28, 2023
The Company's shareholders ratified the appointment of
For Against Abstain 38,578,888 107,779 7,604
3. Advisory Vote to Approve the Compensation of Named Executive Officers
The Company's shareholders approved, on an advisory basis, a resolution approving the Company's named executive officer compensation. The votes cast for and against this proposal, as well as the abstentions and broker non-votes, were as follows:
For Against Abstain Broker Non-Votes 33,075,663 1,469,559 559,203 3,589,847
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4. Advisory Vote to Approve the Frequency of Future Advisory Votes on Named Executive Officer Compensation
The Company's shareholders recommended, on an advisory basis, that future advisory votes on the Company's named executive officer compensation be held on an annual basis. The votes cast for each option, as well as abstentions, were as follows:
One Year Two Years Three Years Abstain 34,541,915 18,405 32,390 511,714
Consistent with the recommendation of shareholders, the Board has determined that it will hold future advisory votes to approve named executive officer compensation on an annual basis until the next shareholder vote on the frequency of the advisory vote on named executive officer compensation.
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