Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 28, 2019, Mentor Capital, Inc. (the “Company”) held its annual meeting of stockholders at its headquarters located at 511 Fourteenth Street, Suites A-2, A-4, A-6, Ramona, CA 92065 (the “Annual Meeting”). 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 filed with the Securities and Exchange Commission on July 15, 2019 (“Proxy Statement”). As of June 28, 2019 (the “Record Date”), there were 23,139,848 shares of common stock and common stock equivalents outstanding and entitled to vote at the Annual Meeting. At the beginning of the Annual Meeting there were 20,281,946 shares of common stock and common stock equivalents present at the Annual Meeting in person or by proxy, which represented 87.65% of the combined voting power of the shares of common stock and common stock equivalents entitled to vote at the Annual Meeting (voting together as a single class), and which constituted a quorum for the transaction of business. Holders of each share of stock were entitled to one vote for each share held as of the close of business on the Record Date. No changes were made to the shareholder voting results during or following the Annual Meeting.
The Company’s shareholders voted on the following proposals:
1.To elect five directors, each to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal;
2.To ratify the appointment of BF Borgers CPA PC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019;
3.A non-binding advisory vote on the compensation payable for the Company’s named executive officers as disclosed in the Proxy Statement; and
4.A non-binding advisory vote on whether a non-binding advisory vote on the compensation payable to the Company’s named executive officers should be held every one, two, or three years.
1. Election of Directors
Nominee
|
For
|
Withheld
|
Broker Non-Votes
|
Chet Billingsley
|
6,552,753
|
236,067
|
13,493,126
|
Lori Stansfield
|
6,555,190
|
233,630
|
13,493,126
|
Robert B. Meyer
|
6,564,105
|
224,715
|
13,493,126
|
Stan Shaul
|
6,559,074
|
229,746
|
13,493,126
|
David G. Carlile
|
6,561,712
|
227,108
|
13,493,126
|
Each of the five nominees for director was elected to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.
2. Ratification of Appointment of Independent Registered Public Accounting Firm
For
|
Against
|
Abstentions
|
19,761,291
|
350,305
|
170,350
|
There were no broker non-votes on this proposal.
The shareholders ratified the appointment of BF Borgers CPA PC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019.
3. Non-Binding Advisory Vote on the Compensation Payable to the Company’s Named Executive Officers
For
|
Against
|
Abstentions
|
Broker Non-Votes
|
6,095,868
|
517,874
|
175,078
|
13,493,126
|
The shareholders approved, on a non-binding advisory basis, the compensation payable to the Company’s named executive officers as disclosed in the Proxy Statement.
4. Non-Binding Advisory Vote on the Frequency of an Advisory Vote on the Compensation Payable to the Company’s Named Executives
One Year
|
Two Years
|
Three Years
|
Abstentions
|
Broker Non-Votes
|
383,967
|
280,111
|
5,860,279
|
264,463
|
13,493,126
|
The shareholders approved, on a non-binding advisory basis, holding a non-binding advisory vote on the compensation payable to the Company’s named executive officers every three years. Based on these results and consistent with the Company’s recommendation, the Company’s Board of Directors has determined that the Company will conduct future stockholder advisory votes on the compensation payable to its named executive officers every three years. This policy will remain in effect until the next stockholder vote on the frequency of stockholder advisory votes on the compensation payable to the Company’s named executive officers, expected to be held at the Company’s 2022 annual meeting of shareholders.