ITEM 5.07.
Submission of Matters to a Vote of Security Holders.
On September
15
,
2017
, the Company held its
2017
Annual Meeting of Stockholders. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A thereunder for the purpose of (i) electing
two
Class
III
Directors to hold office until the
2020
Annual Meeting of Stockholders,
(ii) ratifying the selection of BDO USA, LLP as registered public accountants of the Company for the fiscal year ending April 30,
2018
,
(iii) providing approval, on an advisor
y
basis, of compensation of the Company’s named Executive Officers (as used in the Company’s Proxy Statement filed on EDGAR on August
11
,
2017
, and initially mailed to
stockholders
on that date ( the “
2017
Proxy
Statement”)) and (iv) providing
, on an advisory basis, a recommendation regarding the frequency of future advisory votes on executive compensation. Each holder of common stock was entitled to
one
vote for each share held on the record date.
The following individuals were elected as Class
III
Directors to hold office until the
2020
Annual Meeting of Stockholders
:
Gary R. Fairhead and Dilip S. Vyas
. The number of shares cast for, against/withheld, and abstentions and broker non-votes, with respect to the nominees were as follows:
|
|
|
|
|
Nominee
|
For
|
Against / Withheld
|
Broker Non-Votes
|
|
|
|
|
Gary R. Fairhead
|
2,023,824
|
19,943
|
1,711,747
|
|
|
|
|
Dilip S. Vyas
|
2,025,487
|
18,270
|
1,711,747
|
The following persons are directors of the Company whose current term extends beyond the
2017
Annual Meeting of Stockholders:
Linda K. Frauendorfer, Bruce J. Mantia
,
Thomas W. Rieck
, Paul J. Plante and Barry R. Horek.
There was no solicitation in opposition to management’s nominees for directors.
The stockholders voted to approve the ratification of the selection of BDO USA, LLP as registered public accountants for the Company for the fiscal year ending April 30,
2018
. A total of
3,701,934
shares were cast for such ratification,
17,808
shares were voted against
,
35,772
shares
were
abstained
,
and there were
1,968,952
shares represented by broker non-votes with respect to such ratification.
The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named Executive Officers. A total of
1,968,952
shares were cast for such approval,
46,131
shares voted against/withheld,
28,684
shares abstained and there were
1,711,747
shares represented by broker non-votes with respect to such approval.
The stockholders voted to provide, on an advisory basis, a recommendation that future advisory votes on executive compensation be held once every
year
. A total of
1,088,760
shares were cast in favor of making a recommendation that such future advisory votes on executive compensation be held onc
e every year,
63,524
shares were cast in favor of making a recommendation that such future advisory votes be held once every two years,
870,644
shares were cast in favor of making a recommendation that such future advisory votes be held once every three years and
20,839
shares abstained with respect to such vote and there were
1,711,747
shares represented by broker non-votes with respect to such recommendation.