ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On September 13, 2019, the Company held its 2019 Annual Meeting of Stockholders. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and Regulation 14A thereunder for the purpose of (i) electing two Class II Directors to hold office until the 2022 Annual Meeting of Stockholders, (ii) ratifying the selection of BDO USA, LLP as registered public accountants of the Company for the fiscal year ending April 30, 2020, (iii) acting upon a proposal to approve the adoption of the SigmaTron International, Inc. 2019 Employee Stock Option Plan (the “Employee Plan”), (iv) providing approval, on an advisory basis, of compensation of the Company’s named Executive Officers (as used in the Company’s Proxy Statement filed on EDGAR on August 16, 2019, and initially mailed to stockholders on that date ( the “2019 Proxy Statement”) and (v) providing, on an advisory basis, a recommendation regarding the frequency of future advisory votes on executive compensation. Each holder of common stock was entitled to one vote for each share held on the record date.
The following individuals were elected as Class II Directors to hold office until the 2022 Annual Meeting of Stockholders: Barry R. Horek and Paul J. Plante. The number of shares cast for, against/withheld, and abstentions and broker non-votes, with respect to the nominees were as follows:
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Nominee
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For
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Against / Withheld
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Broker Non-Votes
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Barry R. Horek
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1,877,718
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246,033
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1,144,957
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Paul J. Plante
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1,949,302
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174,449
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1,144,957
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The following persons are directors of the Company whose current term extends beyond the 2019 Annual Meeting of Stockholders: Gary R. Fairhead, Dilip S. Vyas, Linda K. Frauendorfer, Bruce J. Mantia and Thomas W. Rieck. There was no solicitation in opposition to management’s nominees for directors.
The stockholders voted to approve the ratification of the selection of BDO USA, LLP as registered public accountants for the Company for the fiscal year ending April 30, 2020. A total of 2,816,606 shares were cast for such ratification, 119,814 shares were voted against, 3,281 shares were abstained.
The stockholders voted to approve the adoption of the Employee Plan, a summary of which was included in the 2019 Proxy Statement, which summary is incorporated herein by reference. A copy of the Employee Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The previously mentioned summary of the Employee Plan is only a summary of the Employee Plan, and in the event of any inconsistencies between such summary and the Employee Plan, the Employee Plan shall control. A total of 1,530,349 shares were cast for such adoption, 519,426 shares voted against/withheld, 73,976 shares abstained and there were 1,144,957 shares represented by broker non-votes with respect to such adoption.
The stockholders voted to approve, on an advisory basis, the compensation of the Company’s named Executive Officers. A total of 1,941,065 shares were cast for such approval, 109,146 shares voted against/withheld, 73,540 shares abstained and there were 1,144,957 shares represented by broker non-votes with respect to such approval.
The stockholders voted to provide, on an advisory basis, a recommendation that future advisory votes on executive compensation be held once every year. A total of 1,061,614 shares were cast in favor of making a recommendation that such future advisory votes on executive compensation be held once every year, 109,146 shares were cast in favor of making a recommendation that such future advisory votes be held once every two years, 937,976 shares were cast in favor of making a recommendation that such future advisory votes be held once every three years and 82,279 shares abstained with respect to such votes and there were 1,144,957 shares represented by broker non-votes with respect to such recommendation.