Item
5.07 – Submission of Matters to a Vote of Security Holders.
On
July 25, 2019, the Company held its 2019 annual meeting of stockholders (the “2019 Annual Meeting”).
As
of the record date for the 2019 Annual Meeting, 12,054,439 shares of the Company’s common stock, par value $.001 per share
(“Common Stock”), were outstanding, each entitled to one vote per share. Of such outstanding shares of Common Stock,
9,698,835 shares were present at the meeting in person or by proxy, representing approximately 80.46% of the Company’s securities
entitled to vote.
At
the 2019 Annual Meeting, stockholders (1) reelected the Company’s six directors; (2) ratified the appointment of Grant Thornton,
LLP, as the Company’s independent registered public accounting firm for the 2019 fiscal year; and (3) approved, by non-binding
advisory vote, the 2018 compensation of the Company’s named executive officers.
The
final results of each of the proposals voted on by the Company’s stockholders are described below:
Proposal
No. 1—Election of Directors:
Nominee
|
|
Votes For
|
|
|
Votes Withhold
|
|
Dr. Louis F. Centofanti
|
|
|
3,756,549
|
|
|
|
2,722,743
|
|
Stanley Robert Cochran
|
|
|
3,343,235
|
|
|
|
3,136,057
|
|
Joe R. Reeder
|
|
|
3,239,344
|
|
|
|
3,239,948
|
|
Larry M. Shelton
|
|
|
3,408,749
|
|
|
|
3,070,543
|
|
Zach P. Wamp
|
|
|
3,356,275
|
|
|
|
3,123,017
|
|
Mark A. Zwecker
|
|
|
3,756,407
|
|
|
|
2,722,885
|
|
There
were 3,219,543 broker non-votes for each nominee. The election of directors was determined by a plurality of the votes cast at
the meeting. Accordingly, withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on the
proposal to elect directors. Each nominee was reelected as a director of the Company, to serve until the Company’s next
annual meeting of stockholders or until their respective successors are duly elected and qualified.
Proposal
No. 2—Ratification of the Appointment of Grant Thornton, LLP as the Independent Registered Public Accounting Firm of the
Company for the 2019 Fiscal Year:
Votes For
|
|
|
Votes Against
|
|
|
Votes Abstention
|
|
|
9,675,542
|
|
|
|
19,295
|
|
|
|
3,998
|
|
There
were no broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting was
necessary to ratify the appointment of Grant Thornton, LLP as the Company’s independent registered public accounting firm.
Withheld votes and broker non-votes were not treated as votes cast, and therefore had no effect on this proposal.
Proposal
No. 3—Approval, by an Advisory (Non-Binding) Vote, of the 2018 Compensation of the Company’s Named Executive Officers:
Votes For
|
|
|
Votes Against
|
|
|
Votes Abstention
|
|
|
6,203,256
|
|
|
|
251,826
|
|
|
|
24,210
|
|
There
were 3,219,543 broker non-votes on this matter. The affirmative vote of the holders of a majority of the votes cast at the meeting
was necessary to approve the advisory vote on executive compensation. Withheld votes and broker non-votes were not treated as
votes cast, and therefore had no effect on this proposal.