Item 5.07 Submission of Matters to a Vote of Security Holders
At the 2024 Annual Meeting of Shareholders of the Company held virtually on January 5, 2024 (the “Annual Meeting”), five proposals were voted upon by the Company’s shareholders. A brief discussion of each proposal voted upon at the Annual Meeting and the number of votes cast for, against or withheld, as well as abstentions and broker non-votes, on each proposal are set forth below.
Proposal 1: Election of Directors
A vote was taken at the Annual Meeting for the election of three directors of the Company. Patrick J. Ottensmeyer, who was appointed to the Board in June 2023, Lorie L. Tekorius, and Kelly M. Williams were elected as Class III Directors to serve a three-year term, until the Annual Meeting of Shareholders in 2027, or until their respective successors are qualified and elected. The aggregate numbers of shares of Common Stock voted in person or by proxy for each nominee were as follows:
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|
|
|
|
|
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| Nominee |
|
Votes for
Election |
|
Votes
Withheld |
|
Broker Non-
Votes |
| Patrick J. Ottensmeyer |
|
25,931,375 |
|
358,489 |
|
2,015,803 |
| Lorie L. Tekorius |
|
26,124,962 |
|
164,902 |
|
2,015,803 |
| Kelly M. Williams |
|
25,506,787 |
|
783,077 |
|
2,015,803 |
Proposal 2: Advisory Approval of Executive Compensation
A vote was taken at the Annual Meeting on the proposal to approve as a non-binding advisory resolution the 2023 compensation of the Company’s named executive officers. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the resolution, that abstained from voting, or that were broker non-votes were as follows:
|
|
|
|
|
|
|
| Votes for Approval |
|
Votes against Approval |
|
Votes Abstained |
|
Broker Non- Votes |
| 25,646,101 |
|
592,472 |
|
51,291 |
|
2,015,803 |
Proposal 3: Advisory Approval of Frequency of Executive Compensation Vote
A vote was taken at the Annual Meeting to advise on the frequency of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers. The aggregate number of shares of Common Stock that were voted in person or by proxy for an advisory vote every one, two, or three years, or that abstained from voting were as follows:
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|
|
|
|
|
|
| 1 Year |
|
2 Years |
|
3 Years |
|
Votes Abstained |
| 23,936,668 |
|
28,533 |
|
2,293,497 |
|
31,166 |
Based on the results of the vote, and consistent with the Board’s recommendation, the Company will hold a nonbinding advisory vote on the compensation of the Company’s named executive officers every year until the next required non-binding advisory vote on the frequency of such votes, which will occur no later than the Company’s Annual Meeting in 2030.
Proposal 4: Approve Amendment and Restatement of the 2014 Employee Stock Purchase Plan, As Amended
A vote was taken at the Annual Meeting on the proposal to amend and restate the Company’s 2014 Employee Stock Purchase Plan, as amended (the “2014 Plan,” and as amended and restated, the “ESPP”). Among other things, the ESPP extends the expiration date of the 2014 Plan, which would have otherwise expired on February 29, 2024. The aggregate number of shares of Common Stock that were voted in person or by proxy for or against the resolution, that abstained from voting, or that were broker non-votes were as follows: