ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Annual Meeting of Stockholders
On October 2, 2017, we held our 2017 Annual Meeting of Stockholders (the “Annual Meeting”). Our stockholders acted upon the following proposals at the Annual Meeting:
Proposal 1
: To elect Dennis Duitch to serve as a Class III director until the 2020 Annual Meeting of Stockholders;
Proposal 2:
To approve an amendment to our 2013 Plan to fix at 750,000 shares the aggregate number of shares of our common stock subject to the 2013 Plan;
Proposal 3:
To approve an amendment to the 2013 Plan to fix at 300,000 shares the limitation on awards of stock options and stock appreciation rights under the 2013 Plan during any twelve-month period to any one participant;
Proposal 4:
To approve an amendment to our Amended and Restated Articles of Incorporation to increase the authorized number of shares of common stock to 30,000,000;
Proposal 5
: To approve, by non-binding vote, the compensation of our named executive officers as disclosed in our proxy statement;
Proposal 6
:
To recommend, by non-binding vote, the frequency of future stockholder advisory votes to approve the compensation of our named executive officers; and
Proposal 7
: To ratify the selection of Pritchett, Siler & Hardy, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2017.
2
Voting Results
Proposal 1
: Mr. Duitch was elected as a Class III director with 1,616,444 “FOR” votes and 89,895 "WITHHELD” votes. There were 1,143,540 broker non-votes in connection with this proposal.
Proposal 2
: This proposal was approved with 1,393,950 “FOR” votes, 169,335 “AGAINST” votes and 143,054 “ABSTAIN” votes. There were 1,143,540 broker non-votes in connection with this proposal.
Proposal 3
: This proposal was approved with 1,378,753 “FOR” votes, 189,560 “AGAINST” votes and 138,026 “ABSTAIN” votes. There were 1,143,540 broker non-votes in connection with this proposal.
Proposal 4
: This proposal was not approved with 2,018,503 “FOR” votes, 765,052 “AGAINST” votes and 66,319 “ABSTAIN” votes. There were no broker non-votes in connection with this proposal.
Proposal 5
: This proposal was approved with 1,364,691 “FOR” votes, 175,827 “AGAINST” votes and 165,821 “ABSTAIN” votes. There were 1,143,540 broker non-votes in connection with this proposal.
Proposal 6
: 1,412,863 votes for 1 year, 25,363 votes for 2 years, 8,109 votes for 3 years, and 260,004 “ABSTAIN” votes. There were 1,143,540 broker non-votes in connection with this proposal. Based on these results, our Board of Directors has determined to include annually an advisory stockholder vote on the compensation of executives in the Company's proxy materials until the next required vote on the frequency of stockholder votes on the compensation of executives.
Proposal 7
: This proposal was approved with 2,581,624 “FOR” votes, 103,226 “AGAINST” votes and 165,029 “ABSTAIN” votes. There were no broker non-votes in connection with this proposal.