Item 2.02 Results of Operations and Financial Condition
A copy of the press release issued by
The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the 2022 annual meeting of shareholders of the Company held on
The complete text of the Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
A quorum was present at the Annual Meeting with 35,724,443 shares represented personally or by proxy, which represents approximately 91.08% of the outstanding shares of the Company's common stock. The voting results at the Annual Meeting were as set forth below.
Proposal No. 1 - The shareholders voted to set the number of directors at nine:
For Against Abstain 35,575,971 139,956 8,516
Proposal No. 2 - The shareholders elected each of the nominees to the Board of Directors:
For Against Abstain Broker Non-Vote
33,163,651 1,475,674 14,235 1,070,883Rupert Vessey 32,917,182 1,721,925 14,453 1,070,883
Each nominee was elected by a majority voting standard defined in the Amended and Restated Articles of Incorporation.
Proposal No. 3 - The shareholders adopted a non-binding resolution approving the compensation of the Company's named executive officers, as described in the Proxy Statement:
For Against Abstain Broker Non-Vote 21,321,031 13,045,755 286,774 1,070,883
Proposal No. 4 - The shareholders ratified an amendment to increase the number of shares of authorized common stock.
For Against Abstain 35,648,572 68,310 7,561
Proposal No. 5 - The shareholders ratified the appointment of
For Against Abstain 34,862,262 856,480 5,701 Item 8.01 Other Events
A copy of the press release issued by
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
3.1 Amended and Restated Articles of Incorporation of the Company 99.1 Press Release, datedNovember 1, 2022 , announcing results of operations 99.2 Press Release, datedNovember 1, 2022 , announcing cash dividend and stock
dividend
104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)
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