Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2022 Annual Meeting of Stockholders of
The Board previously approved the Declassification Amendment, subject to receipt
of stockholder approval at the 2022 Annual Meeting, and also approved an Amended
and Restated Certificate of Incorporation (the "Restated Certificate")
incorporating the Declassification Amendment, which was conditioned upon
stockholder approval of the Declassification Amendment and the filing of a
Certificate of Amendment to effect the Declassification Amendment (the
"Certificate of Amendment") with the Secretary of State of the
The Board of Directors also approved, conditioned and effective upon stockholder approval of the Declassification Amendment and the filing of the Certificate of Amendment, amendments to the Amended and Restated Bylaws of the Company (the "Bylaws") to conform the provisions of Article II, Section 2.2 of the Bylaws to the Charter amendments effected by the Declassification Amendment and to adopt gender neutral language.
The foregoing descriptions are summaries only and are qualified in their entirety by reference to the complete text of the Certificate of Amendment, the Restated Certificate, and the Company's Amended and Restated Bylaws, which are being filed as Exhibits 3.1, 3.2 and 3.3, respectively, to this Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held online via live webcast. At the Annual Meeting, the Company's stockholders voted on the following six (6) proposals and cast their votes as follows:
Proposal 1: Election of directors to the Company's Board of Directors, each to serve on the Company's Board for a term of one year or until their successor has been elected and qualified or until their earlier death, resignation or removal. The director nominees were: Nominee For Against Abstain Broker Non-Votes Lothar Maier 65,878,503 3,493,737 115,854 5,236,455 Sheri Rhodes 69,166,188 206,684 115,222 5,236,455 Jorge Titinger 68,824,235 548,078 115,781 5,236,455
Each director nominee was elected a director of the Company. Following the
Annual Meeting, the membership of the Company's board of directors comprises
* Chairperson of the Board of Directors. (1) Current member of theGovernance and Nominating Committee withMr. Maier as Chairperson. (2) Current member of the Compensation Committee withMs. Steven-Waiss as Chairperson. (3) Current member of the Audit Committee withMr. Link as Chairperson.
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Proposal 2: Amendment to the Company's Certificate of Incorporation to phase out classification of our Board of Directors and provide for the annual election of all directors commencing with the Company's 2024 Annual Meeting of Stockholders:
For Against Abstain Broker Non-Votes 69,355,077 13,347 119,670 5,236,455
This proposal was approved.
Proposal 3: Non-binding advisory vote to approve the Company's executive compensation: For Against Abstain Broker Non-Votes 67,965,878 1,378,578 143,638 5,236,455
The Company's stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement relating to the Annual Meeting.
Proposal 4: Non-binding advisory vote on the frequency of stockholder advisory votes on the company's executive compensation:
Every 1 Year Every 2 Years Every 3 Years Abstain 66,310,010 14,186 2,938,776 225,122
On an advisory basis, the Company's stockholders indicated their preference for the advisory vote on executive compensation to be held annually. In response to the voting results and other factors, the Company's Board of Directors determined that the Company will hold an advisory vote on the named executive officer compensation every year. The Company will continue to hold advisory votes on named executive officer compensation every year until the next required advisory vote on the frequency of future advisory votes on named executive officer compensation. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is required to provide stockholders at least once every six calendar years the opportunity to cast a non-binding advisory vote on the frequency of stockholder votes on executive compensation.
Proposal 5: Amendment and restatement of the Company's 2012 Equity Incentive Plan to increase the number of shares reserved for issuance under the 2012 Equity Incentive Plan by 4,000,000 shares and to extend the term of the 2012 Equity Incentive Plan to 2032:
For Against Abstain Broker Non-Votes 65,592,392 3,761,757 133,945 5,236,455 This proposal was approved.
Proposal 6: Ratification of
For Against Abstain 71,885,211 2,723,345 115,993
This proposal was approved.
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