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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As described in Item 5.07 below, at the 2019 Annual Meeting, the Company’s shareholders approved the Amended and Restated Articles of Incorporation (“Restated Articles”). The Restated Articles became effective upon filing with the California Secretary of State on May 15, 2019.
The Restated Articles automatically convert the Company’s Series A Preferred Stock into shares of non-voting common stock. The Company’s prior Articles of Incorporation authorized 85,000,000 shares of common stock and 2,000,000 shares of preferred stock. The Restated Articles authorize 85,000,000 shares of common stock, 2,000,000 shares of non-voting common stock, and 2,000,000 shares of preferred stock. Other than authorizing and setting forth the terms of the non-voting common stock and causing the conversion of the Series A Preferred Stock, the Restated Articles did not materially change the Company’s prior Articles of Incorporation.
The foregoing description of the Restated Articles is qualified in its entirety by reference to the full text of the Restated Articles, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the 2019 Annual Meeting, the Company’s shareholders voted on the proposals listed below, each of which was described in the Company’s proxy statement for the 2019 Annual Meeting. On the record date for the 2019 Annual Meeting, there were 22,019,198 shares of the Company’s common stock entitled to vote on each of Proposals 1-6. In addition, on the record date for the 2019 Annual Meeting, there were 1,467,155 shares of Series A Preferred Stock entitled to vote on Proposal 6, with the shares of common stock and the shares of Series A Preferred Stock each voting as a separate class.
Voting Results
Proposal 1 — Election of Directors
The following individuals were elected to serve as the Company's directors until the 2020 annual meeting of shareholders and until their successors are elected and qualified. There were no nominees other than those listed below. The voting results were as follows:
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Votes For
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Votes Withheld
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Broker Non-Votes
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Edward J. Carpenter
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15,021,255
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1,224,011
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3,584,145
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James F. Deutsch
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16,161,519
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83,747
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3,584,145
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Shannon F. Eusey
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15,929,005
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316,261
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3,584,145
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Michael P. Hoopis
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15,918,776
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326,490
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3,584,145
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Denis P. Kalscheur
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15,918,776
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326,490
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3,584,145
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Michele S. Miyakawa
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15,929,005
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316,261
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3,584,145
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David J. Munio
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15,922,656
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322,610
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3,584,145
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Thomas M. Vertin
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15,028,014
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1,217,252
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3,584,145
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Stephen P. Yost
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15,926,317
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318,949
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3,584,145
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Proposal 2 — Ratification of the Appointment of Independent Registered Public Accountants
The shareholders voted to ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of voting were as follows:
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Votes For
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Votes Against
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Abstain
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Non-Votes
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19,820,302
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3,700
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5,409
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—
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Proposal 3 — Advisory Vote on the Compensation of Our Named Executive Officers
The shareholders voted to approve, by a non-binding advisory vote, the compensation of our named executive officers. The results of voting were as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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14,912,010
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1,078,098
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255,158
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3,584,145
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Proposal 4 — Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers.
The shareholders voted to recommend, by a non-binding advisory vote, the frequency of future advisory votes on the compensation of our named executive officers every one year. The results of voting were as follows:
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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15,141,777
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260
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834,177
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269,052
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3,584,145
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Based on the results of the shareholder votes on Proposal 4 above, and as recommended by the Board of Directors, the Company has determined that future non-binding advisory votes on the compensation of our named executive officers will be submitted to shareholders every one year.
Proposal 5 — Approval of 2019 Equity Incentive Plan.
The shareholders voted to approve the 2019 Equity Incentive Plan. The results of voting were as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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15,740,013
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483,952
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21,301
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3,584,145
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Proposal 6 — Approval of Restated Articles.
The shareholders voted to approve the Restated Articles to authorize a class of non-voting common stock. The results of voting were as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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Common Stock
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16,192,330
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48,641
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4,295
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3,584,145
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Series A Preferred Stock
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1,467,155
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—
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—
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—
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