false 0001158895 0001158895 2023-06-01 2023-06-01

 

 

 

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

 

 

 

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

(a)          On June 1, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 22,142,776 shares of the Company’s common stock were entitled to vote as of April 4, 2023, the record date for the Annual Meeting, of which 20,201,234.71 shares were present in person or represented by proxy at the Annual Meeting.

 

(b)         Matters voted upon by the stockholders at the Annual Meeting were: (i) the election of two Class II directors nominated by the Board of Directors for three-year terms; (ii) an advisory vote on the compensation of the Company’s named executive officers; and (iii) the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2023.

 

Set forth below is information concerning each matter submitted to a vote at the Annual Meeting.

 

 

By a majority of votes cast, the stockholders elected the following two nominees as Class II directors for a term of three years expiring upon the 2026 Annual Meeting of Stockholders or until their successor has been duly elected and qualified. Bridget A. Ross received a vote of 14,649,999.71 shares for, 4,496,976 shares withheld and 1,054,259 broker non-votes. John A. Roush received a vote of 18,526,479.71 shares for, 620,496 shares withheld and 1,054,259 broker non-votes.

 

 

By a majority of votes cast, the stockholders approved, on an advisory basis, the Company's executive compensation by a vote of 18,603,555.38 shares for and 524,894 shares against, with 18,526.33 shares abstaining and 1,054,259 broker non-votes.

 

 

By a majority of votes cast, the stockholders ratified the selection of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 with a vote of 20,105,297.71shares for and 92,675 shares against, with 3,262 shares abstaining.

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.