Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 15, 2017, the Company held its Annual
Meeting of Stockholders (the “Annual Meeting”).
A total of 12,835,293 shares of the Company’s
common stock were present or represented by proxy at the Annual Meeting to consider and vote on the matters listed below. This
represented approximately 54% of the Company’s shares of common stock that were outstanding and entitled to vote at the Annual
Meeting. The proposals set forth below, each of which is described in more detail in the Company’s 2017 definitive proxy
statement filed with the SEC on April 19, 2017, were submitted to a vote of the stockholders and approved at the Annual Meeting.
Proposal 1 – To elect the five directors
The Company’s stockholders elected the
following five directors, based on the following final voting results:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
Michael D. Pruitt
|
8,553,945
|
7,032
|
-
|
4,274,316
|
Gregory E. Kraut
|
8,553,945
|
7,032
|
-
|
4,274,316
|
Neil C. Kiefer
|
8,553,945
|
7,032
|
-
|
4,274,316
|
Keith J. Johnson
|
8,553,945
|
7,032
|
-
|
4,274,316
|
Russell J. Page
|
8,553,945
|
7,032
|
-
|
4,274,316
|
Proposal 2 – To authorize the Company’s
Board of Directors, in its sole discretion, to amend the Company’s certificate of incorporation to effect a reverse stock
split between one-for-two (1:2) and one-for-ten (1:10) by June 30, 2017 (the “Reverse Stock Split”)
The Company’s stockholders authorized
the Company’s Board of Directors, in its sole discretion, to amend the Company’s certificate of incorporation to effect
a reverse stock split between one-for-two (1:2) and one-for-ten (1:10) by June 30, 2017 (the “Reverse Stock Split”),
based on the following final voting results:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
8,553,402
|
7,032
|
543
|
4,274,316
|
Proposal 3 – To approve an amendment
to the Company bylaws to authorize the Board of Directors to set the maximum size of the board between five (5) and nine (9) seats,
from time to time
The Company’s stockholders approved an
amendment to the Company’s bylaws to authorize the Board of Directors to set the maximum size of the board between five (5)
and nine (9) seats, from time to time, based on the following final voting results:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
8,211,945
|
7,032
|
342,000
|
4,274,316
|
Proposal 4 – To approve, on an advisory
basis, the compensation of our Named Executive Officers (as defined in the Proxy Statement)
The Company’s stockholders approved,
on an advisory basis, the compensation of our Named Executive Officers (as defined in the Proxy Statement), based on the following
final voting results:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
7,990,502
|
7,032
|
563,443
|
4,274,316
|
Proposal 5 – To ratify the appointment
of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017
The Company’s stockholders ratified the
appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2017, based on the following final voting results:
For
|
Against
|
Abstain
|
Broker Non-Votes
|
8,554,564
|
5,870
|
543
|
0
|