Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 21, 2019, the Company held its Annual Meeting of Shareholders, for which the Board of Directors solicited proxies. At the
Annual Meeting, the shareholders voted on the following proposals, as described in the Company's definitive proxy materials filed with the SEC on April 11, 2019.
As indicated in the Company's proxy statement, holders of record of the Company's Class A Common Stock at the close of business on
March 26, 2019 (the record date fixed by the Board of Directors) were entitled to receive notice of, and to vote at, the Annual Meeting. At the close of business on the record date, there were 2,174,912 shares of Class A Common Stock outstanding.
However, as a result of protective provisions in the Company's Certificate of Incorporation described in the proxy statement, the voting rights of one shareholder of the Company, GAMCO Investors, Inc. et. al. ("GAMCO"), which beneficially owned
513,452 shares of Class A Common Stock on the record date, were suspended and were not entitled to vote at the Annual Meeting. Accordingly a total of 1,661,460 shares of Class A Common Stock were entitled to vote at the Annual Meeting, each of which
was entitled to one vote on all matters.
A total of 1,514,275 shares of Class A Common Stock were represented in person or by proxy at the Annual Meeting. The voting results from the Annual
Meeting are as follows:
Proposal 1
: The election of three persons, named in
the proxy statement, to serve as directors for three-year terms. The following is a list of the directors elected at the Annual Meeting and the number of votes For and Withheld, as well as the number of Broker Non-Votes:
Name
|
|
For
|
|
Withheld
|
|
Broker Non-Votes
|
Daniel Bernstein
|
|
1,337,773
|
|
141,867
|
|
34,635
|
Peter Gilbert
|
|
1,362,467
|
|
141,867
|
|
9,941
|
Vincent Vellucci
|
|
1,317,624
|
|
141,867
|
|
54,784
|
Proposal 2:
The ratification of the designation of
Deloitte & Touche LLP to audit the Company's books and accounts for 2019. This proposal was approved by the following votes (there were no Broker Non-Votes):
For
|
|
Against
|
|
Abstentions
|
|
1,424,687
|
|
79,182
|
|
10,406
|
|
Proposal 3:
The approval, on an advisory basis, of the
executive compensation of the Company's named executive officers as described in the proxy statement. This proposal was approved by the following votes:
For
|
|
Against
|
|
Abstentions
|
|
Broker Non-Votes
|
1,207,850
|
|
85,028
|
|
79,530
|
|
141,867
|