Item 1.01.Entry into a Material Definitive Agreement.
On
The Amendment provides the Company with the option to request the consent of the applicable class of lenders to extend the maturity date (x) in respect of revolving borrowings and swingline loans for an additional period of one year and (y) in respect of the 2019 incremental term loans for an additional period of up to 364 days. The effectiveness of the Company's request to extend the maturity date of the revolving borrowings and swingline loans is subject to the consent of lenders holding more than 50% of the aggregate revolving credit exposures and unused revolving commitments (and in the case of swingline loans, the swingline lender), and is binding only on those consenting lenders. The effectiveness of the Company's request to extend the maturity date of the 2019 incremental term loans is subject to the consent of lenders holding more than 50% of the aggregate unpaid principal amount of 2019 incremental term loans, and is binding only on those consenting lenders.
The Amendment contains customary representations and warranties as well as customary covenants.
The description of the Amendment contained herein is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Some of the lenders under the Credit Agreement and/or their respective affiliates have from time to time performed and may in the future perform various commercial banking, investment banking and other financial advisory services for the Company and/or its subsidiaries in the ordinary course of business, for which they received or will receive customary fees and commissions.
Item 5.07Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on
Proposal No. 1 The election of four (4) directors for a term of three years. The
individuals listed below received the affirmative vote of a majority of the votes cast by the shares present in person or represented by proxy and entitled to vote at the Annual Meeting, and were each elected to serve a three-year term. Name For Against Abstain Broker Non-Vote Heidi Kunz 239,797,517 8,272,293 243,097 22,803,178 Sue H. Rataj 244,372,155 3,705,159 235,593 22,803,178
235,561,914 12,484,900 266,094 22,803,178
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Directors
Proposal No. 2 The proposal to approve the
Employee Stock Purchase Plan. For Against Abstain Broker Non-Vote 245,716,548 2,381,835 214,524 22,803,178
Proposal No. 3 The non-binding advisory vote to approve the compensation of the
Company's named executive officers was approved as set forth below. For Against Abstain Broker Non-Vote 235,790,213 12,096,443 426,252 22,803,178
Proposal No. 4 The proposal to ratify the
appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2020 fiscal year was approved as set forth below. For Against Abstain Broker Non-Vote(1) 258,256,437 12,493,272 366,376 0
(1) Pursuant to the rules of the
constituted a routine matter. Therefore, brokers were permitted to vote
without receipt of instructions from beneficial owners.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Amendment No. 3 to Credit Agreement dated as ofApril 17, 2020 , by and among the Company, the Lenders party thereto andBNP Paribas , as Administrative Agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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