UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
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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.
On June 28, 2024, the Company held its 2024 annual meeting (the “Annual Meeting”) of stockholders (the “Stockholders”) virtually. The matters submitted to the Stockholders for a vote at the Annual Meeting were set forth in the Company’s Definitive Proxy Statement on Schedule DEF 14A, which was filed with the Securities and Exchange Commission on April 30, 2024 (the “Proxy Statement”) and distributed to the Stockholders. Stockholders representing 23,005,127 or 87.61% of the shares of the Common Stock outstanding and entitled to vote as of the record date, May 24, 2024, were represented virtually at the meeting either in person or by proxy.
The matters proposed to the Stockholders for a vote were: (i) the election of each of John R. Loftus, Jim R. Ruth, Alexandra C. Griffin, Allison M. DeStefano and Richard D. Schepp as members of the Company’s Board of Directors; (ii) the ratification of the Company’s appointment of Whitley Penn LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and (iii) to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one and two.
The final voting results of the Annual Meeting are set forth below.
Proposal One
The nominees named in the Proxy Statement (the “Proxy Statement Nominees”) were elected to the Board of Directors to serve until the next annual meeting of Stockholders and until their respective successors are duly-elected and qualified (or until their death, resignation or removal, if earlier). The Proxy Statement Nominees were the only nominees to receive votes for their election at the meeting, and the Proxy Statement Nominees constitute the five nominees receiving the highest number of votes in favor of their election as directors. The results of the vote with respect to their respective elections were as follows:
Nominees | Votes For | Votes Withheld | Broker Non-Votes |
John R. Loftus | 21,636,411 | 8,352 | 1,360,364 |
Allison M. DeStefano | 21,580,543 | 64,220 | 1,360,364 |
Jim R. Ruth | 21,236,224 | 408,539 | 1,360,364 |
Richard D. Schepp | 21,415,311 | 229,452 | 1,360,364 |
Alexandra C. Griffin | 21,415,614 | 229,149 | 1,360,364 |
Proposal Two
The proposal to ratify the Company’s appointment of Whitley Penn, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, was approved by the following vote:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
22,995,591 | 8,459 | 1,077 | 0 |
Proposal Three
The proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one and two was approved by the following vote. It was not necessary to adjourn the Annual Meeting as proposals one and two were approved at the Annual Meeting.
Votes For | Votes Against | Abstentions |
22,109,338 | 882,799 | 12,990 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
By: | /s/ John G. DeLuca | ||
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| John G. DeLuca |
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| Chief Financial Officer |
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Date: June 28, 2024 |
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