UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(State or other jurisdiction of |
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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:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 (§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 |
The 2024 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) was held on May 16, 2024. Matters submitted to the stockholders and voted upon at the meeting, which are more fully described in the Company’s Proxy Statement and Additional Proxy Materials, which were filed with the Securities and Exchange Commission on April 2, 2024, respectively, were (1) the election of eleven directors; (2) the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024; (3) a non-binding advisory vote on Named Executive Officer compensation as disclosed in the Proxy Statement; and (4) approval of the Company’s Amended and Restated 2016 Stock-Based Incentive Compensation Plan.
Each of the director nominees set forth below was elected to hold office until his or her respective successor is duly elected and qualified or until his or her death, resignation or removal. Stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2024. Stockholders, in non-binding advisory votes, approved the compensation of the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement. Stockholders approved the Company’s Amended and Restated 2016 Stock-Based Incentive Compensation Plan.
The table below shows the votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each proposal, including a separate tabulation with respect to each nominee for director. There were no broker non-votes for the proposal regarding the ratification of the accounting firm.
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For |
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Withheld |
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Broker Non-Votes |
John M. Engquist |
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28,573,093 |
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529,117 |
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4,473,325 |
Bradley W. Barber |
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28,799,456 |
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302,754 |
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4,473,325 |
Paul N. Arnold |
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28,428,535 |
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673,675 |
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4,473,325 |
Gary W. Bagley |
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28,552,194 |
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550,016 |
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4,473,325 |
Bruce C. Bruckmann |
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26,905,849 |
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2,196,361 |
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4,473,325 |
Patrick L. Edsell |
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28,586,793 |
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515,417 |
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4,473,325 |
Thomas J. Galligan III |
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28,411,164 |
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691,046 |
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4,473,325 |
Lawrence C. Karlson |
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27,986,722 |
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1,115,488 |
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4,473,325 |
Jacob Thomas |
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28,594,331 |
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507,879 |
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4,473,325 |
Mary P. Thompson |
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25,800,228 |
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3,301,982 |
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4,473,325 |
Suzanne H. Wood |
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28,906,571 |
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195,639 |
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4,473,325 |
For |
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Against |
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Abstain |
33,172,976 |
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324,730 |
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77,829 |
For |
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Against |
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Abstain |
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Broker Non-Votes |
27,269,933 |
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1,671,048 |
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161,229 |
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4,473,325 |
For |
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Against |
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Abstain |
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Broker Non-Votes |
27,880,148 |
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1,059,618 |
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162,444 |
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4,473,325 |
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.
Date: May 20, 2024 |
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By: |
/s/ Leslie S. Magee |
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Leslie S. Magee Chief Financial Officer and Secretary |