Item 5.07 Submission of Matters to a Vote of Security Holders
At the meeting, the following actions were taken:
(i) Election of Directors. The Company's shareholders elected three directors to the Company's Board of Directors for terms expiring at the Annual Meeting in the year 2023. The directors elected, as well as the number of votes cast for and votes withheld for each individual, are set forth below:
Nominee Votes For % Voted For Withheld % Withheld Matthew Cohen 37,272,481 91.10 % 3,642,615 8.90 % Robert Diener 37,142,798 90.78 % 3,772,298 9.22 % Roger Rai 37,248,149 91.04 % 3,666,947 8.96 %
(ii) Appointment of Auditor. The Company's shareholders approved a proposal to
ratify the Audit Committee's appointment of
Amount Votes for approval: 67,453,636 Votes against: 1,718,968 % Voted for approval 97.51 % % Voted against approval: 2.48 % Abstentions: 4,123,965 % Abstentions: 5.62 %
(iii) Reverse Split. The Company's shareholders approved a proposal to authorize a reverse split of the Company's outstanding Common Shares, at the discretion of the Board of Directors, within a range of one (1) post-split common share for each ten (10) pre-split common shares outstanding on the record date and one hundred (100) pre-split common shares outstanding on the record date, at any time within one (1) year of the approval of the Proposal by the Company's shareholders, with the following votes:
Amount Votes for approval: 59,467,350 Votes against: 9,958,083 % Voted for approval 85.65 % % Voted against approval: 14.34 % Abstentions: 3,871,136 % Abstentions: 5.28 %
(iv) Advisory, Non-Binding Vote Regarding the Compensation of Our Named Executive Officers. The shareholders approved an advisory, non-binding vote regarding the compensation of our named executive officers. This advisory stockholder vote to approve the compensation of our named executive officers is often referred to as the "say-on-pay vote", which is not be binding on us, the Board of Directors, or the Compensation Committee. The vote on this matter was as follows:
In favor of the Proposal 33,148,584 (89.38 )% Not in favor of the Proposal 3,935,068 (10.61 )% Abstain 3,831,444 (9.36 )%
(v) Advisory, Non-Binding Vote Regarding the Frequency of Future Advisory Votes Regarding the Company's Executive Compensation. The shareholders approved an advisory, non-binding vote regarding the frequency of future advisory votes regarding the Company's executive compensation. In this regard, the majority of the shareholders approved the Proposal that this advisory, non-binding vote be held every year. The vote on this matter was as follows:
Every Year 37,074,553 (98.08 )% Every Two Years 18,869 (0.04 )% Every Three Years 703,098 (1.86 )% Abstain 3,118,576. (7.62 )%
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