Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b)
(d)
On
There is no arrangement or understanding between
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
Pursuant to Section 5(b)(i) of the Amended and Restated Bylaws, a stockholder proponent making a nomination for election to the Board must include in a written notice delivered to the Company as set forth in the Amended and Restated Bylaws, in addition to the existing requirements, (i) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such proponent or any of its respective affiliates and associates, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, on the other hand, and (ii) a completed and signed questionnaire, representation and agreement meeting the requirements of Section 5(g) of the Amended and Restated Bylaws.
Section 5(b)(ii) of the Amended and Restated Bylaws provides that (other than proposals sought to be included in the Company's proxy materials) for a stockholder proposal relating to business other than nominations for the election to the Board, the stockholder proponent must include in a written notice delivered to the Company as set forth in the Amended and Restated Bylaws, in addition to the existing requirements, (i) a description of all agreements, arrangements and understandings between or among any such proponent and any of its respective affiliates or associates, on the one hand, and any other person or persons, on the other hand (including their names), in connection with the proposal of such business by such proponent and (ii) the information required by Section 5(b)(iv) of the Amended and Restated Bylaws.
Section 5(b)(iv) of the Amended and Restated Bylaws further provides that the written notices required by Section 5(b)(i) and (ii) must include, in addition to the existing requirements, (i) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations promulgated thereunder by such proponent stockholder, (ii) any other material relationship between such proponent stockholder
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and the Company or any competitor of the Company, (iii) any other information relating to such proponent stockholder that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such proponent stockholder pursuant to Section 14(a) under the Exchange Act and the rules and regulations thereunder, (iv) such proponent stockholder's written consent to the public disclosure of information provided to the Company pursuant to Section 5(b) and (v) any proxy, contract, arrangement, or relationship pursuant to which the proponent stockholder has a right to vote, directly or indirectly, any shares of any security of the Company.
New Section 5(g) of the Amended and Restated Bylaws provides that any person proposed to be nominated must deliver to the Company's Secretary a completed and signed questionnaire in the form required by the Company with respect to the background and qualification of such person to serve as a director of the Company and the background of any other person or entity on whose behalf the nomination is being made, as well as a signed representation and agreement regarding, among other things, voting commitments and/or compensation arrangements with respect to such person and agreement to comply with applicable laws, regulations and Company policies.
Section 20 of the Amended and Restated Bylaws provide that directors may only be removed as provided by the Company's Certificate of Incorporation and applicable law.
The Board also approved other amendments for general consistency and administrative clarity.
The foregoing summary and description of the provisions of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, there were present, in person or by proxy, holders of 165,460,826 shares of common stock, or approximately 90.39% of the total outstanding shares entitled to vote at the Annual Meeting, which constituted a quorum for the transaction of business. The holders present voted on the three proposals presented at the Annual Meeting as follows:
Proposal One - Election of Directors
The Company's stockholders approved the election of two directors, each to serve for a three-year term expiring at the 2023 Annual Meeting of Stockholders and until such director's successor is elected and qualified, by the following votes:
Nominee Votes For Votes Withheld Broker Non-Votes Cynthia Gaylor 93,722,583 38,823,726 32,914,517 S. Steven Singh 92,992,462 39,551,478 32,916,886
Proposal Two - Advisory Vote on the Frequency of Future Non-Binding Votes on Our Named Executive Officers' Compensation
The Company's stockholders approved, on an advisory basis, a frequency of one year of future non-binding votes on the compensation of the Company's named executive officers. 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 131,287,416 89,094 854,780 311,935 32,917,601
Based on these results and consistent with the Company's recommendation, the Board has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers once every year. This policy will remain in effect until the next stockholder vote on the frequency of advisory votes on the compensation of named executive officers, which is expected to be held at the Company's 2026 Annual Meeting of Stockholders.
Proposal Three - Ratification of Selection of Independent Public Registered Accounting Firm
The Company's stockholders ratified the appointment of
Votes For Votes Against Abstentions 163,522,160 1,636,018 295,608
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Amended and Restated Bylaws 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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