Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2020, the Registrant held its Annual Meeting. The following are the voting results on each matter submitted to the Registrant’s stockholders at the Annual Meeting. The proposals below are described in detail in the Proxy Statement.
At the Annual Meeting, the three nominees for director were elected to the Registrant’s Board of Directors (Proposal 1 below).
In addition, management’s proposal regarding the Company’s Amended and Restated Certificate of Incorporation was approved (Proposal 2 below).
In addition, management’s proposal regarding the Board’s previously adopted amendments to the Bylaws was approved (Proposal 3, 3a, 3b and 3c below).
In addition, management’s proposal regarding the Company’s Amended and Restated Bylaws was approved (Proposal 4 below).
In addition, management’s proposal regarding the Company’s executive compensation was approved (Proposal 5 below).
In addition, management’s proposal regarding the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021 was approved (Proposal 6 below).
Summary Of Voting By Proposal
1.
To elect Pamela L. Davies, Thomas B. Henson and Bryan F. Kennedy, III, each for a term expiring in 2023 and until their successors are elected and qualified. Votes recorded, by nominee, were as follows:
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Nominee
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For
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Abstain
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Broker
Non-Votes
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Pamela L. Davies
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27,411,433
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8,230,107
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1,142,743
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Thomas B. Henson
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35,297,345
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344,195
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1,142,743
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Bryan F. Kennedy, III
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35,100,022
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541,518
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1,142,743
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2.
To approve the Company’s Amended and Restated Certificate of Incorporation to provide the Board the power to adopt, amend or repeal the Company’s By-Laws, as amended (the “Bylaws), along with certain technical changes, to align with a majority of public companies. The Company’s shareholders voted to approve this proposal with 27,842,072 votes for and 7,749,099 votes against. There were 50,369 abstentions and 1,142,743 Broker non-votes.
3.
To ratify the Board’s previously adopted amendments to the Bylaws, including to vest the Chairman and Chief Executive Officer with authority to appoint other officers and reassign