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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Annual Meeting of Stockholders
On June 1, 2017, the
Company held its Annual Meeting at The Bryant Park Hotel, 40 West 40th Street, New York, New York 10018. At the Annual Meeting,
the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s Definitive
Proxy Statement. At the Annual Meeting, 53,208,371 shares, or approximately 85.3% of all outstanding shares of common stock, were
present either in person or by proxy. The following is a brief description of each matter voted upon and the certified results,
including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes
with respect to each matter.
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Proposal 1
: to elect Maria Fardis, Wayne P. Rothbaum, Merrill A. McPeak, Sanford J. Hillsberg, Jay Venkatesan, Ryan
Maynard and Iain Dukes to the Company’s board of directors to serve as directors until the 2018 Annual Meeting of stockholders;
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Proposal 2
: a proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive
officers;
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Proposal 3
: a proposal to approve the reincorporation of the Company from the State of Nevada to the State of Delaware,
pursuant to a plan of conversion;
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Proposal 4
: a proposal to ratify Marcum LLP as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2017.
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Proposal 5
: to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements
thereof.
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Voting Results
Proposal 1
: Maria Fardis, Wayne P.
Rothbaum, Merrill A. McPeak, Sanford J. Hillsberg, Jay Venkatesan, Ryan Maynard and Iain Dukes were elected as directors on the
following vote:
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Maria Fardis was elected with 44,598,256 “FOR” votes and 245,381 “WITHHELD” votes;
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Wayne P. Rothbaum was elected with 44,575,228 “FOR” votes and 268,409 “WITHHELD” votes;
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Merrill A. McPeak was elected with 44,395,714 “FOR” votes and 447,923 “WITHHELD” votes;
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Sanford J. Hillsberg was elected with 44,392,496 “FOR” votes and 451,141 “WITHHELD” votes;
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Jay Venkatesan was elected with 44,417,702 “FOR” votes and 425,935 “WITHHELD” votes;
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Ryan Maynard was elected with 44,395,457 “FOR” votes and 448,180 “WITHHELD” votes;
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Iain Dukes was elected with 44,767,240 “FOR” votes and 76,397 “WITHHELD” votes;
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In addition, there were 8,364,734 broker
non-votes in connection with this proposal.
Proposal 2
: This proposal was approved
with 44,355,818 “FOR” votes, 472,473 “AGAINST” votes and 15,346 “ABSTAIN” votes. There were
8,364,734 broker non-votes in connection with this proposal.
Proposal 3
: This proposal was approved
with 38,642,734 “FOR” votes, 6,190,743 “AGAINST” votes and 10,160 “ABSTAIN” votes. There were
8,364,734 broker non-votes in connection with this proposal.
Proposal 4
: This proposal was approved
with 52,910,150 “FOR” votes, 73,183 “AGAINST” votes and 225,038 “ABSTAIN” votes.
Proposal 5
: This proposal was approved
with 29,013,549 “FOR” votes, 15,794,964 “AGAINST” votes and 35,124 “ABSTAIN” votes. There were
8,364,734 broker non-votes in connection with this proposal.