Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders (the "Annual Meeting") on
June 10, 2021. At the Annual Meeting, three proposals, which are described in
detail in the Company's definitive proxy statement, dated April 23, 2021 for the
Annual Meeting (the "Proxy Statement"), were submitted to a vote of the
stockholders. At the Annual Meeting, stockholders (i) elected the eight director
nominees named in the Proxy Statement; (ii) ratified the appointment of Crowe
LLP ("Crowe") as the Company's independent registered public accounting firm for
fiscal year 2021; and (iii) approved the Company's named executive officer
compensation, on a non-binding advisory basis.
The total number of shares entitled to vote and represented by presence or by
proxy was equal to 85.23% of the total shares issued and outstanding as of the
April 20, 2021 record date, thereby constituting a quorum for the purpose of the
Annual Meeting. Abstentions and broker non-votes were counted for purposes of
determining whether a quorum was present.
The results of the vote for each proposal were as follows:
Proposal 1
Each individual listed below was elected to serve on the Board until the 2022
annual meeting of stockholders and until his or her respective successor is duly
elected and qualified, or until his or her earlier death, resignation or
removal.
For Withheld Broker Non-Vote
Thomas D. Brisbin 8,302,122 931,964 1,426,612
Steven A. Cohen 7,346,821 1,887,265 1,426,612
Debra G. Coy 8,935,825 298,261 1,426,612
Raymond W. Holdsworth 8,905,916 328,170 1,426,612
Douglas J. McEachern 8,906,383 327,703 1,426,612
Dennis V. McGinn 8,167,337 1,066,749 1,426,612
Keith W. Renken 8,895,026 339,060 1,426,612
Mohammad Shahidehpour 7,592,706 1,641,380 1,426,612
Proposal 2
Ratification of the Board's appointment of Crowe LLP as the Company's
independent registered public accounting firm for fiscal year 2021.
For Against Abstain
10,648,389 10,784 1,525
Proposal 3
Approval, on a non-binding advisory basis, of the Company's named executive
officer compensation.
For Against Abstain Broker Non-Vote
7,794,668 1,400,764 38,654 1,426,612
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