Item 5.07 Submission of Matters to a Vote of Security Holders
On May 17, 2022, the Company held its annual meeting of stockholders.
Proposal 1 – Election of Directors
The Class II Directors proposed by management were elected with a tabulation of votes to the nearest share as shown below. The Directors also had broker non-votes totaling 6,831,055.
| | | | | | | | | | | |
| | For | Withheld |
Alex Dimitrief | | 19,404,702 | 8,400,668 |
Joe Mastrangelo | | 20,893,206 | 6,912,164 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The earlier appointment by the Audit Committee of the Board of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year was approved by stockholders with 34,528,337 shares voted in favor, 19,448 shares voted against and 88,640 shares abstained.
Proposal 3 – Non-Binding Advisory Resolution to Approve the Compensation of Named Executive Officers
The compensation of the Named Executive Officers was approved, on an advisory basis, by stockholders, with 18,093,075 shares voted in favor, 9,624,719 shares voted against, 87,576 shares abstained, and broker non-votes totaling 6,831,055.
Proposal 4 – Non-Binding Advisory Resolution on the Frequency of Future Advisory Votes on Named Executive Officer Compensation
Stockholders voted, on an advisory basis, on the frequency of future advisory votes on Named Executive Officer compensation, with 27,535,154 shares voted for 1 year, 136,141 shares voted for 2 years, 68,286 shares voted for 3 years, 65,789 shares abstained and broker non-votes totaling 6,831,055. Consistent with the results of the advisory stockholder vote, the Company will include a stockholder vote on the compensation of Named Executive Officers in its proxy materials on an annual basis.
Proposal 5 – Approval of an Amendment to the Company’s Amended and Restated 2020 Incentive Plan
An amendment to the Company’s Amended and Restated 2020 Incentive Plan was approved by stockholders, with 17,458,919 shares voted in favor, 10,249,176 shares voted against, 97,275 shares abstained, and broker non-votes totaling 6,831,055.