Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 17, 2020, the Company's Board of Directors appointed Nicholas Fazio
to be the Company's Chief Executive Officer. Mr. Fazio, 41, was appointed
Interim Chief Executive Officer on April 14, 2020, and was appointed a director
of the Company on November 19, 2018. Mr. Fazio has been Director and Chief
Executive Officer of Unilumin North America Inc. since 2017. For further
information regarding the biographical information of Mr. Fazio and transactions
between the Company and Unilumin North America Inc., please see the Company's
Definitive Proxy Statement filed with the Securities Exchange Commission on
August 25, 2020.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 17, 2020, at the 2020 Annual Meeting of Stockholders (the "Annual
Meeting") of the Company, the following matters were submitted to a vote of
stockholders of the Company: (1)(a) the approval of the advisory resolution on
executive compensation; (1)(b) the approval of the advisory resolution on the
frequency of future advisory votes on executive compensation; (2) the election
of one director of the Company to serve as a director until the 2023 Annual
Meeting of Stockholders, or until the election and qualification of his
successor, or his earlier death, resignation or removal; and (3) the
ratification of the appointment of Marcum LLP as the independent registered
public accounting firm of the Company for the fiscal year ending December 31,
2019. Pursuant to the results of the non-binding advisory vote to approve the
frequency of stockholder votes on executive compensation, the Board of Directors
of the Company has determined that the Company shall hold a stockholder vote on
executive compensation every three years.
The total number of shares of the Company's Common Stock voted in person or by
proxy at the Annual Meeting was 12,562,493, representing approximately 93.4% of
the 13,446,276 shares outstanding and entitled to vote at the Annual Meeting.
The director nominee was elected and each other matter submitted to a vote of
the Company's stockholders at the Annual Meeting was approved by the requisite
vote. Set forth below is the number of votes cast for, against or withheld, as
well as the number of broker non-votes and abstentions as to each such matter,
including a separate tabulation with respect to each nominee for director, as
applicable.
1(a). Advisory resolution on executive compensation.
Broker
For Against Abstain Non-Votes Total
11,999,614 65,201 7,000 490,678 12,562,493
1(b). Advisory resolution on the frequency of future advisory votes on
executive compensation.
Broker
Three Years Two Years One Year Abstain Non-Votes Total
11,704,370 5,860 361,585 - 490,678 12,562,493
2. Election of Directors.
Broker
Nominee For Withheld Non-Votes Total
Yang Liu 11,579,459 492,356 490,678 12,562,493
3. Ratification of Marcum LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2019.
Broker
For Against Abstain Non-Votes Total
12,468,357 75,512 18,624 - 12,562,493
No other business properly came before the Meeting.
2
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