Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)
On
(b)
At the Special Meeting, 51,054,229 of the Company's 62,510,204 issued and
outstanding shares of common stock entitled to vote, or approximately 82% as of
the record date,
The proposals voted on at the Special Meeting are more fully described in the
Proxy Statement on Schedule 14A filed by the Company with the
Proposal No. 1: The shareholders APPROVED a proposal to approve an Equity
Exchange as contemplated by the Equity Exchange Agreement dated
Votes For Votes Against Abstentions Broker Non-Votes 50,866,917 185,833 1,479
0
Proposal No. 2: The shareholders APPROVED a proposal to approve amending and
restating the Company's Amended and Restated Articles of Incorporation by
adopting the Company's Second Amended and Restated Articles of Incorporation to
increase the number of total authorized shares of Daybreak Common Stock to
500,000,000 to provide enough shares to accomplish the transactions contemplated
by the Equity Exchange and conducted in anticipation of the Equity Exchange,
complete the sale of 125,000,000 shares of the Company's common stock, par
value,
Votes For Votes Against Abstentions Broker Non-Votes 50,904,750 148,000 1,479
0
Proposal 3: The shareholders ELECTED the following four (4) directors nominated by our Board of Directors to the Daybreak Board of Directors, to serve until the Company's next Annual Meeting of Shareholders, or until their earlier, death, resignation, or removal:
Nominee Votes For Votes Withheld Abstentions Broker Non-Votes
0 Timothy R. Lindsey 50,741,049 313,180 0 0 James F. Meara 50,741,049 313,180 0 0 Darren Williams 50,901,229 153,000 0 0 2
Proposal 4: The shareholders APPROVED, on an advisory basis, the compensation of our Named Executive Officers, as disclosed in the proxy statement accompanying this notice;
Votes For Votes Against Abstentions Broker Non-Votes 49,460,180 1,482,790 165,259 0
Proposal 5: The shareholders APPROVED holding a stockholder advisory vote on the Company's executive compensation once every year;
Votes For 1 Year 49,737,331 Votes For 2 Years 142,500 Votes For 3 Years 1,061,119 Abstentions 113,279 Broker Non-Votes 0
Proposal 6: The shareholders RATIFIED our appointment of
Votes For Votes Against Abstentions Broker Non-Votes 50,908,850 42,100 103,279 0
Proposal 7: The shareholders APPROVED a proposal to adjourn the special meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals 1 and 2.
Votes For Votes Against Abstentions Broker Non-Votes 50,817,837 231,113 5,279
0 (d)
Daybreak will include an advisory vote on executive compensation in its proxy materials annually until the next required vote on the frequency of shareholder votes on the compensation of executives.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Number Exhibit
99.1* Press Release issued by
104 Cover Page Interactive Data File (formatted in Inline XBRL)
* Filed herewith. [signature page follows] 3
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