Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The registrant held its 2023 annual meeting of stockholders on May 25, 2023. At the 2023 annual meeting, the registrant’s stockholders voted on the three proposals described in detail in the registrant’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 5, 2023. Stockholders present at the 2023 annual meeting, either in person or by proxy, represented 96.0% of the 28,279,493 shares eligible to vote at the meeting.
Proposal 1: Election of Directors
The registrant’s stockholders elected Thomas E. Barry, Loretta J. Feehan, Terri L. Herrington, Kevin B. Kramer, W. Hayden McIlroy, Michael S. Simmons and Mary A. Tidlund as directors. Each director nominee received votes “For” his or her election from at least 94.2% of the shares eligible to vote at the annual meeting.
Proposal 2: | Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation |
The registrant’s stockholders adopted a resolution, on a nonbinding advisory basis, approving the compensation of the registrant’s named executive officers as described in the registrant’s 2023 proxy statement. The resolution received the approval from 93.1% of the shares eligible to vote at the annual meeting.
Proposal 3: Say-When-on-Pay, Nonbinding Advisory Vote on the Preferred Frequency of Executive Compensation Votes
The registrant’s stockholders voted, on a nonbinding advisory basis, on the preferred frequency of every year, every other year or every third year for future advisory votes on the named executive officer compensation as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission. An annual vote on such named executive officer compensation received the vote of 95.8% of the shares eligible to vote at the annual meeting. In light of the results of this nonbinding advisory vote, the registrant intends to hold an annual nonbinding advisory vote on such named executive officer compensation until the next required vote on the frequency of stockholder votes on the compensation of executives.
Item 7.01 | Regulation FD Disclosure. |
The registrant hereby furnishes the information set forth in its press release issued on May 25, 2023, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference. The information the registrant furnishes in this report under this Item 7.01, and the exhibit in Item 9.01, is not deemed “filed” for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 9.01 | Financial Statements and Exhibits. |
