Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Company held its 2020 Annual
Meeting of Shareholders on December 16, 2020 by virtual ZOOM video conferencing due to the COVID-19 pandemic. The results of the
matters voted on by the shareholders are set forth below. Only shareholders of record as of the close of business on November 16,
2020 were entitled to vote at the 2020 Annual Meeting. As of the record date, 2,370,251 shares of common stock of the Company were
issued and outstanding and entitled to vote at the 2020 Annual Meeting. At the 2020 Annual Meeting, 1,552,021 shares of common
stock of the Company were represented, in person or by proxy, constituting a quorum.
The proposals presented to the Company’s shareholders
at the 2020 Annual Meeting are described in detail in the Company’s Proxy Statement. The final results for the votes regarding
each proposal are set forth below.
Proposal 1 – Election of three Class I directors nominated
by the Board to serve until the Company’s 2022 Annual Meeting and until their respective successors are duly elected and
qualified
The three nominees who received the highest number of
votes (all of the below individuals) were elected to the board of directors to hold office for a two-year term and until their
respective successors are elected and qualified. The shareholders voted to elect the following three directors by the votes indicated
below:
Nominee
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For
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Withheld
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Broker Non-Votes
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Eric C. Hugel
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1,426,607
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125,414
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0
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Sonia Marciano
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1,093,745
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458,276
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0
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Michael E. Rosenfeld
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1,100,316
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451,705
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0
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Proposal 2 – Advisory Vote on the
Compensation of the Company’s Named Executive Officers
The shareholders approved, on an
advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of
Regulation S-K and contained in the Company’s Proxy Statement, by the following votes:
For
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Against
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Abstain
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Broker Non-Votes
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1,413,987
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136,580
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1,030
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0
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Proposal 3 – Ratification
of Selection of Independent Registered Public Accounting Firm
The shareholders voted to ratify
the selection of Marcum LLP, as the Company’s independent registered public accounting firm for the fiscal year ending March
31, 2021, by the following votes:
For
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Against
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Abstain
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1,540,517
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0
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11,504
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2
Proposal 4 –Vote on the Approval and
Adoption of the 2020 Equity Based Compensation Plan
The shareholders voted to approve
and adopt the Company’s Equity Based Compensation Plan. named executive officers, as disclosed pursuant to Item 402
of Regulation S-K and contained in the Company’s Proxy Statement, by the following votes:
For
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Against
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Abstain
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Broker Non-Votes
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1,084,205
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464,312
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3,504
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0
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Proposal 5 – Advisory Vote on the
Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
The shareholders recommended, on
an advisory basis, that the frequency of future shareholder votes on the compensation of the Company’s named executive officers,
as required by Section 14A(a)(2) of the Exchange Act, occur annually, by the votes set forth in the table below:
Every Year
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Every Two Years
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Every Three Years
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Abstain
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Broker Non-Votes
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1,530,525
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19,461
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239
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1,796
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0
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In accordance with the results of
the advisory vote, the Board of Directors has determined that the Company will hold an advisory vote on the compensation of the
Company’s named executive officers every year.