Item 5.07 – Submission of Matters to a Vote of Security Holders.
(a)
On July 27, 2017, the Company held its 2017 annual meeting of stockholders (the “2017 Annual Meeting”).
(b)
As of the record date for the 2017 Annual Meeting, 11,698,347 shares of the Company’s common stock, par value $.001 per share (“Common Stock”), were outstanding, each entitled to one vote per share. Of such outstanding shares of Common Stock, 7,031,809 shares were present at the meeting in person or by proxy, representing approximately 60.11% of the Company’s securities entitled to vote.
At the 2017 Annual Meeting, stockholders (1) reelected the Company’s six directors; (2) ratified the appointment of Grant Thornton, LLP, as the Company’s independent registered public accounting firm for the 2017 fiscal year; (3) approved, by non-binding advisory vote, the 2016 compensation of the Company’s named executive officers; (4) recommended, on an advisory vote, each year as to the frequency of future advisory votes on executive compensation; (5) approved the Fourth Amendment to the Company’s 2003 Outside Directors Stock Plan; and (6) approved the 2017 Stock Option Plan.
The final results of each of the proposals voted on by the Company’s stockholders are described below:
Proposal No. 1—Election of Directors:
|
|
|
|
|
Votes
|
|
Nominee
|
|
Votes For
|
|
Withhold
|
|
Dr. Louis F. Centofanti
|
|
3,958,324
|
|
700,831
|
|
Stanley Robert Cochran
|
|
4,296,828
|
|
362,327
|
|
Gary Kugler
|
|
4,288,990
|
|
370,165
|
|
Joe R. Reeder
|
|
4,017,767
|
|
641,388
|
|
Larry M. Shelton
|
|
4,268,395
|
|
390,760
|
|
Mark A. Zwecker
|
|
4,015,381
|
|
643,774
|
There were 2,372,654 broker non-votes for each nominee. The election of directors was determined by a plurality of the votes cast at the meeting. Accordingly, withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on the proposal to elect directors. Each nominee was reelected as a director of the Company, to serve until the Company’s next annual meeting of stockholders or until their respective successors are duly elected and qualified.
Proposal No. 2—Ratification of the Appointment of Grant Thornton, LLP as the Independent Registered Public Accounting Firm of the Company for the 2017 Fiscal Year:
Votes For
|
|
Votes Against
|
|
Votes Abstention
|
6,552,842
|
|
443,000
|
|
35,967
|
There were no broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.
Proposal No. 3—Approval, by an Advisory (Non-Binding) Vote, of the 2016 Compensation of the Company’s Named Executive Officers:
Votes For
|
|
Votes Against
|
|
Votes Abstention
|
3,933,255
|
|
688,492
|
|
37,408
|
There were 2,372,654 broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to approve the advisory vote on executive compensation. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.
Proposal No. 4—Recommend, by Non-binding Vote, the Frequency of Future Advisory Votes on Executive Compensation:
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstention
|
3,046,947
|
|
332,860
|
|
869,988
|
|
409,360
|
There were 2,372,654 broker non-votes on this matter. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal. The frequency of one year received the highest number of votes casted. In consideration of the stockholder vote, our Board of Directors has determined to hold the stockholder advisory vote on executive compensation on an annual basis until the next required advisory vote on the frequency of future advisory votes on executive compensation.
Proposal No. 5—Approve the Fourth Amendment to the Company’s 2003 Outside Directors Stock Plan:
Votes For
|
|
Votes Against
|
|
Votes Abstention
|
3,844,659
|
|
772,108
|
|
42,388
|
There were 2,372,654 broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to approve the Fourth Amendment to the Company's 2003 Outside Directors Stock Plan. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.
Proposal No. 6—Approve the 2017 Stock Option Plan:
Votes For
|
|
Votes Against
|
|
Votes Abstention
|
3,848,850
|
|
768,633
|
|
41,672
|
There were 2,372,654 broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was necessary to approve the 2017 Stock Option Plan. Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.