Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 23, 2019

LOGO

(Exact name of registrant as specified in its charter)

Delaware

1-12804

86-0748362

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification Number)

4646 E. Van Buren Street, Suite 400

Phoenix, Arizona 85008

(Address of principal executive offices) (Zip Code)

(480) 894-6311

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-d2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13-4e(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐

Emerging growth company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.07.

Submission of Matters to a Vote of Security Holders

Our annual meeting of stockholders was held on April 23, 2019, in Phoenix, Arizona. Stockholders of record at the close of business on February 22, 2019 were entitled to vote at the meeting on the basis of one vote for each share held.

At the annual meeting, the stockholders of the Company voted on the following proposals:

To elect ten members of the Board of Directors to hold office for a one-year term. Each nominee for director was elected by a vote of the stockholders as follows:


	For		Against		Abstain		Broker Non-Votes		Percentage of Votes Cast For Director Nominee (1)
Michael L. Watts		39,898,831		458,868		602,545		1,766,638		98.9	%
Erik Olsson		40,148,196		792,531		19,517		1,766,638		98.1	%
Sara R. Dial		40,005,763		863,268		91,213		1,766,638		97.9	%
Jeffrey S. Goble		39,924,386		1,016,341		19,517		1,766,638		97.5	%
James J. Martell		40,032,275		908,453		19,516		1,766,638		97.8	%
Stephen A McConnell		39,944,117		413,582		602,545		1,766,638		99.0	%
Frederick G. McNamee, III		40,040,864		316,836		602,544		1,766,638		99.2	%
Kimberly J. McWaters		28,799,150		12,141,879		19,215		1,766,638		70.3	%
Lawrence Trachtenberg		39,911,161		987,292		61,791		1,766,638		97.6	%
Michael W. Upchurch		39,870,067		103,471		986,706		1,766,638		99.7	%

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2019. The proposal was approved by a vote of stockholders as follows:


For	42,265,525
Against	25,100
Abstain	436,257
Broker Non-Votes	—
Percentage of Votes Cast For Proposal	98.9	%

To vote on an advisory (non-binding) resolution to indicate support for the Company’s compensation philosophy, policies and practices and their implementation. The proposal was approved by a vote of stockholders as follows:


For	39,206,370
Against	727,994
Abstain	1,025,880
Broker Non-Votes	1,766,638
Percentage of Votes Cast For Proposal (2)	95.7	%

(1)	Excludes abstentions and broker non-votes in calculation of percentage

(2)	Excludes broker non-votes in calculation of percentage

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.