Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) On
(b) The following actions were taken at the Annual Meeting:
(1) The following six nominees were elected to serve on the Company's Board of
Directors (the "Board") until the Company's 2022 annual meeting of stockholders or until their respective successors have been elected and qualified, or until their earlier resignation or removal:Name of Director Nominee Votes For Votes Withheld Broker Non-Vote Carole S. Ben-Maimon 31,025,805 7,009,852 15,908,853 John Celentano 30,890,614 7,145,043 15,908,853 William S. Marth 33,076,421 4,959,236 15,908,853 R. Carter Pate 33,122,681 4,912,976 15,908,853 Thomas J. Sabatino 30,790,734 7,244,923 15,908,853 Timothy B. Sawyer 33,088,311 4,947,346 15,908,853
(2) The Certificate of Amendment to the Amended and Restated Certification of
Incorporation of the Company (the "Reverse Stock Split Charter Amendment") to effect a reverse stock split of the common stock of the Company at a ratio to be determined by the Board within a range of between one-for-three and one-for-five, and publicly announced by the Company prior to the effectiveness of the Reverse Stock Split Charter Amendment did not pass as it did not receive the affirmative vote of the holders of a majority of the issued and outstanding voting power of all common stock entitled to vote. The following are the votes for this proposal: Votes For Votes Against Abstentions 46,626,495 11,027,443 290,572
(3) (a) The Second Amended and Restated Certificate of Incorporation of the
Company (the "Proposed Amended and Restated Certificate of Incorporation"), which includes the changes in proposals 3(b), 3(c) and 3(d) below as separate proposals, did not pass as it did not receive the affirmative vote of the holders of a majority of the issued and outstanding voting power of all common stock entitled to vote. The following are the votes for this proposal: Votes For Votes Against Abstentions Broker Non-Vote 27,744,017 9,059,391 1,232,249 15,908,853
(b) Grant to the Board of Directors sole authority to determine the size of the Board of Directors and to fill vacancies and newly created directorships on the Board of Directors did not pass as it did not receive the affirmative vote of the holders of a majority of the issued and outstanding voting power of all common stock entitled to vote. The following are the votes for this proposal:
Votes For Votes Against Abstentions Broker Non-Vote 24,863,857 12,821,261 350,539 15,908,853
(c) Elimination of the ability of stockholders to act by written consent or electronic transmission did not pass as it did not receive the affirmative vote of the holders of a majority of the issued and outstanding voting power of all common stock entitled to vote. The following are the votes for this proposal:
Votes For Votes Against Abstentions Broker Non-Vote 21,917,219 15,719,790 398,648 15,908,853
d) Elimination of the rights of holders of our common stock to vote on any amendment that relates solely to the terms of one or more outstanding series of our preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon did not pass as it did not receive the affirmative vote of the holders of a majority of the issued and outstanding voting power of all common stock entitled to vote. The following are the votes for this proposal:
Votes For Votes Against Abstentions Broker Non-Vote 21,789,211 15,762,074 484,371 15,908,853
(4) The 2021 Omnibus Incentive Plan did receive the affirmative vote of the
holders of a majority of the votes cast in person or by proxy; however, the proposal did not pass as it was conditioned upon the effectiveness of the Reverse Stock Split Charter Amendment (which did not pass). The following are the votes for this proposal: Votes For Votes Against Abstentions Broker Non-Vote 24,749,137 13,022,030 264,491 15,908,853
(5) The compensation of the Company's named executive officers, as disclosed in
the Company's proxy statement, was approved by an advisory vote of a majority of the total votes cast in person or by proxy. The following are the votes for this proposal: Votes For Votes Against Abstentions Broker Non-Vote 28,689,717 8,233,988 1,111,952 15,908,853
(6) The selection of
registered public accounting firm for the fiscal year endingDecember 31, 2021 was ratified by a majority of the total votes cast in person or by proxy, The following are the votes for this proposal: Votes For Votes Against Abstentions 50,236,468 2,982,155 725,887
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