UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07Submission of Matters to a Vote of Security Holders
On May 12, 2022, SP Plus Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected six (6) directors; (ii) approved, on a non-binding, advisory basis, a resolution approving the 2021 compensation paid to the Company’s named executive officers; and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022. The proposals presented at the Annual Meeting are described in more detail in the Proxy Statement. Holders of 20,861,635 shares of the Company’s common stock, or approximately 89.68% of the 23,261,694 shares of common stock that were issued and outstanding and entitled to vote as of the record date, March 18, 2022, were present or represented by proxy at the Annual Meeting.
The following are the final voting results on the four proposals presented to the Company’s stockholders at the Annual Meeting:
Proposal 1: Election of Directors
The Company’s stockholders elected each of the six director nominees nominated by the Company’s Board of Directors to serve as directors until the 2023 annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier resignation, removal or death, by the following vote:
Nominees |
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For |
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Withhold |
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Broker Non-Votes |
G Marc Baumann |
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19,539,288 |
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441,517 |
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880,830 |
Alice M. Peterson |
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19,599,576 |
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381,229 |
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880,830 |
Gregory A. Reid |
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19,889,073 |
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91,732 |
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880,830 |
Wyman T. Roberts |
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18,115,644 |
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1,865,161 |
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880,830 |
Diana L. Sands |
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19,889,221 |
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91,584 |
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880,830 |
Douglas R. Waggoner |
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19,565,173 |
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415,632 |
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880,830 |
Proposal 2: Non-Binding, Advisory Vote on the 2021 Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on a non-binding, advisory basis, a resolution approving the 2021 compensation of the Company’s named executive officers by the following vote:
For |
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Against |
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Abstain |
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Broker Non-Votes |
19,542,793 |
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412,048 |
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25,964 |
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880,830 |
Proposal 4: Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2022 by the following vote:
For |
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Against |
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Abstain |
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20,590,759 |
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270,348 |
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528 |
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SIGNATURES
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.
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SP PLUS CORPORATION |
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(Registrant) |
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Date: May 16, 2022 |
By: |
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/s/ Ritu Vig |
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Ritu Vig |
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Chief Legal Officer and Secretary |