Item 5.07 Submission of Matters to a Vote of Security Holders.
On
(1) Proposal: Election of seven directors to the Company's Board of Directors.
Votes Director Name For Withheld Broker Non-Votes Laurie Bergman 11,430,129 2,423,446 4,020,103 Jeremy Blank 11,209,494 2,644,081 4,020,103 Richard Campbell-Breeden 11,206,801 2,646,774 4,020,103 Carol Eicher 9,642,153 4,211,422 4,020,103 Gilbert Li 10,391,903 3,461,672 4,020,103 Julian McIntyre 11,212,020 2,641,555 4,020,103 L. Spencer Wells 10,058,122 3,795,453 4,020,103 (2) Proposal: Approval, on an advisory basis, of the Company's compensation paid to named executive officers, as disclosed in the 2023 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which includes the compensation tables and related narrative discussion). Votes For Against Abstain Broker Non-Votes 9,446,410 4,171,331 235,834 4,020,103 (3) Proposal: Ratification of the Audit Committee's selection of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. Votes For Against Abstain Broker Non-Votes 17,601,341 207,412 64,925 N/A (4) Proposal: To approve the issuance, in accordance with Nasdaq Listing Rule 5635(a), of our common stock, upon conversion of our Series A Preferred Stock issued on February 1, 2023. Votes For Against Abstain Broker Non-Votes 8,308,200 1,695,336 26,584 4,020,103 2
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(5) Proposal: To approve the Sixth Amendment to Tax Asset Protection Plan by and between the Company and Computer Share Trust Company, N.A., as rights agent. Votes For Against Abstain Broker Non-Votes 8,286,298 5,516,010 51,267 4,020,103 Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description Sixth Amendment to Tax Asset Protection Plan dated as of April 13, 2023, 10.1 by and between the Company and Computershare Trust Company, N.A., as rights agent, incorporated by reference to Exhibit 4.7 to the Company's report on Form 8-K filed April 14, 2023. 3
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