Item 5.07 Submission of Matters to a Vote of Security Holders
(a) Preliminary Voting Results
(a)
As of the close of business on
Set forth below are the proposals voted upon at the 2022 Annual Meeting, and the
estimated preliminary voting results reported by the Company's proxy solicitor,
The numbers depicted may not reflect the actual results, which are being tabulated by the independent inspector of election (the "Inspector of Election"). The Inspector of Election is the only person who will be able to count, tabulate and validate the votes to reflect, among other items: the net effect of legal proxies and other ballots or proxy cards voted at the 2022 Annual Meeting.
These preliminary voting results will ultimately be updated through the filing of an amendment to this Current Report on Form 8-K to reflect the final certification of results from the Inspector of Election. There can be no assurance that the outcome of the final results will be consistent with the outcome of the estimated voting results indicated on this Form 8-K.
We identified Proposal Nos. 2 and 3 as "routine" pursuant to NYSE Rule 452. However, Broadridge determined that Proposal Nos. 2 and 3, along with Proposal No. 1, are being treated as a "non-routine" due to Broadridge's mailing date. Shares underlying "broker non-votes" were not counted as present and entitled to vote for purposes of determining whether a quorum is present at the Annual Meeting since there are no longer routine items on the ballot. Your broker could not vote your uninstructed shares at all for Proposals 1, 2 and 3, which is referred to as a "broker non-vote."
(b) The estimated preliminary voting results from the Proxy Solicitor for the proposals presented at the 2022 Annual Meeting are as follows:
Proposal No. 1: To elect
The estimated preliminary votes for and against each nominee and abstentions are set forth below. The five nominees will be elected to the board after certification of the final results by the Inspector of Election.
Vote Broker Vote For Against Abstentions Non-Vote Michael D. Pruitt 7,723,810 266,751 0 * Frederick L. Glick 7,674,792 315,799 0 * Keith J. Johnson 7,687,075 303,516 0 * Neil G. Kiefer 7,720,182 270,409 0 * J. Eric Wagoner 7,656,442 334,149 0 *
Proposal No. 2: To approve an amendment to Amergent's certificate of
incorporation to increase the authorized shares of common stock,
The estimated preliminary votes for and against Proposal No. 2 and abstentions are set forth below. Based on the estimated preliminary voting results, Proposal No. 2 may not be approved after certification of the final results by the Inspector of Election.
Vote Vote For Against Abstentions Broker Non-Votes 7,655,907 334,659 3,027 *
Proposal No. 3: To ratify the appointment of
The estimated preliminary votes for and against Proposal No. 3 and abstentions are set forth below. Based on the estimated preliminary voting results, Proposal No. 3 will be approved after certification of the final results by the Inspector of Election.
Vote Vote For Against Abstentions Broker Non-Votes 7,844,773 73,812 72,005 *
*to be determined and reported on Form 8-K with all final voting results
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