Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The amendments revise the advance notice disclosure requirements contained in the By-laws to require the stockholder proposing business or nominating directors to provide additional information about the stockholder's ownership of securities in the Company, and permit the Board to request that such stockholder furnish additional information that is reasonably requested by the Board. Further, the By-laws prohibit a stockholder from nominating a greater number of director candidates than are subject to election by stockholders at the applicable meeting. Additionally, the By-laws require any candidate for the Board, whether nominated by a stockholder or the Board, to provide additional background information and representations regarding such candidate's intent to serve the entire term, as well as such candidate's written consent to being named in a proxy statement and accompanying proxy card relating to the Company's next meeting of stockholders at which directors are to be elected. The By-laws also require a candidate for nomination as a director to update and supplement all required information as necessary, so that the information shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof.
The amendments also address the universal proxy rules adopted by the
The amendments revise the Company's forum selection provision to provide that,
unless the Company consents in writing to the selection of an alternative forum,
the
The foregoing description of the changes contained in the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2022 annual meeting of stockholders (the "2022 Annual
Meeting") on
Proposal One: At the 2022 Annual Meeting, the stockholders elected the ten candidates nominated by the Board to serve as directors for one-year terms, each until his or her successor is duly elected and qualified.
The table below presents the voting results for Proposal One:
Name For Against Abstain Broker Non-Votes Robert Calderoni 104,490,615 15,971,223 472,660 8,194,565 Jeneanne Hanley 120,465,387 175,555 293,556 8,194,565 Emiko Higashi 118,383,014 2,333,306 218,178 8,194,565 Kevin Kennedy 92,720,297 27,814,199 400,002 8,194,565 Gary Moore 119,870,280 843,887 220,331 8,194,565 Marie Myers 116,305,753 4,411,944 216,801 8,194,565 Kiran Patel 115,548,177 5,165,270 221,051 8,194,565 Victor Peng 120,534,950 178,224 221,324 8,194,565 Robert Rango 119,660,475 1,051,082 222,941 8,194,565 Richard Wallace 119,467,129 1,253,060 214,309 8,194,565
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Proposal Two: The stockholders ratified the appointment of
The table below presents the voting results for Proposal Two:
For Against Abstain Broker Non-Votes 122,261,834 6,658,757 208,472 -
Proposal Three: The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement for the 2022 Annual Meeting.
The table below presents the voting results for Proposal Three:
For Against Abstain Broker Non-Votes 110,807,606 8,903,095 1,223,796 8,194,565
Proposal Four: The stockholders did not approve a stockholder proposal requesting the Board to issue a report regarding net zero targets and climate transition planning, as disclosed in the Proxy Statement for the 2022 Annual Meeting.
The table below presents the voting results for Proposal Four:
For Against Abstain Broker Non-Votes 30,376,377 88,667,954 1,890,166 8,194,565
Item 8.01 Other Events.
As previously disclosed in the Company's 2022 Proxy Statement filed with the
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith.
Exhibit No. Description 3.1 Amended and Restated By-Laws 99.1 Press release issuedNovember 3, 2022 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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