Item 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURTY HOLDERS.
The Company held its annual meeting of shareholders on November 30, 2017. At the annual meeting, the shareholders of the Company (i) approved the issuance by the Company of the Second Stage Investment pursuant to the terms of the stock purchase agreement, dated August 25, 2017, entered into with China National Heavy Duty Truck Group Co., Ltd. and its wholly-owned subsidiary, Sinotruk (BVI) Limited, for purposes of complying with Section 713 of the NYSE American Company Guide, (ii) elected the persons listed below to serve as directors of the Company until the 2018 annual meeting of shareholders , (iii) approved an amendment and restatement of the Company’s Employee Stock Purchase Plan to increase the number of shares available for issuance by 500,000 shares, (iv) approved on an advisory basis the compensation for the Company’s named executive officers, and (v) voted on an advisory basis on the frequency of future advisory votes to approve compensation for the Company’s named executive officers.
The Company had 54,035,328 shares of common stock outstanding as of October 5, 2017, the record date for the annual meeting. At the annual meeting, holders of a total of 23,932,439 shares of common stock were present in person or represented by proxy. The following sets forth information regarding the results of the voting at the annual meeting:
Proposal 1
. The shareholders approved the issuance by the Company of the Second Stage Investment pursuant to the terms of the stock purchase agreement, dated August 25, 2017, entered into with China National Heavy Duty Truck Group Co., Ltd. and its wholly-owned subsidiary, Sinotruk (BVI) Limited, for purposes of complying with Section 713 of the NYSE American Company Guide.
Shares
Voted “For”
|
Shares
Voted “Against”
|
Shares
Voted “Abstain”
|
22,682,720
|
1,167,431
|
82,288
|
Proposal 2
. The shareholders elected each of the five nominees to the Board of Directors for a one-year term. The voting results were as follows:
|
|
|
Name
|
Shares
Voted “For”
|
Shares
Withheld
|
Donald W. Vanlandingham
Joseph R. Mitchell
|
23,020,657
23,201,447
|
911,782
730,992
|
Stephen J. Roy
|
23,024,810
|
907,629
|
Joseph P. Sellinger
|
23,026,859
|
905,580
|
John E. Sztykiel
|
23,052,222
|
880,217
|
Proposal 3
. The shareholders approved an amendment and restatement of the Company’s Employee Stock Purchase Plan to increase the number of shares available for issuance by 500,000 shares:
Shares
Voted “For”
|
Shares
Voted “Against”
|
Shares
Voted “Abstain”
|
21,817,913
|
1,841,822
|
272,704
|
Proposal 4
. The shareholders approved on an advisory basis the compensation of the Company’s named executive officers:
Shares
Voted “For”
|
Shares
Voted “Against”
|
Shares
Voted “Abstain”
|
20,931,598
|
2,424,662
|
576,179
|
Proposal 5
. The shareholders voted on an advisory basis that the frequency of future advisory votes to approve compensation for the Company’s named executive officers be annual:
Shares Voted
“One Year”
|
Shares Voted
“Two Years”
|
Shares Voted
“Three Years”
|
Shares Voted
“Abstain”
|
19,592,672
|
1,003,428
|
2,250,361
|
1,085,978
|
Item 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits – None.