Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2023 Annual Meeting was held on May 5, 2023, at 1:00 p.m., Eastern Time. A total of 42,301,071 shares of the Company's common stock, were outstanding and entitled to vote as of March 7, 2023, the record date for the 2023 Annual Meeting. A total of 41,088,549 shares of the Company's common stock were present or represented by proxy at the 2023 Annual Meeting, representing approximately 97.13% of the shares outstanding and entitled to vote at the 2023 Annual Meeting, thus providing a quorum.

Set forth below are the matters acted upon by the stockholders and the number of votes with respect to each proposal, as certified by the inspector of election.

Proposal No. 1: Election of Directors

The Company's stockholders elected Elizabeth A Fetter and Dudley W. Mendenhall to serve on the Company's Board of Directors as Class I directors, for a three year term, ending at the 2026 Annual Meeting of Stockholders, by the votes indicated below:



   Director Nominee         For        Withheld     Broker Non-Votes
 Elizabeth A. Fetter     34,212,748    5,631,700       1,244,101
 Dudley W. Mendenhall    38,816,732    1,027,716       1,244,101

Proposal 2: Ratification of Appointment of Independent Public Accountants

The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent public accountants for fiscal year 2023 by the votes indicated below:



     For         Against     Abstain     Broker Non-Votes
  40,836,491     229,655     22,403             0

Proposal 3: Advisory Vote on the Company's Executive Compensation

The Company's stockholders approved, on an advisory basis, the resolution approving the compensation of the Company's named executive officers as disclosed in the Company's definitive proxy statement by the votes indicated below:



     For         Against     Abstain     Broker Non-Votes
  38,469,974    1,343,878    30,596         1,244,101





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Proposal 4: Amendment to Our Certification of Incorporation to Allow for the Exculpation of Officers

The Company's stockholders approved the resolution approving an amendment to our Certification of Incorporation to allow for the exculpation of officers as disclosed in the Company's definitive proxy statement by the votes indicated below:



     For         Against     Abstain     Broker Non-Votes
  31,045,836    8,738,653    59,959         1,244,101

Proposal 5: Amendment and Restatement of Our Certification of Incorporation to Update, Clarify and Remove Outdated Provisions

The Company's stockholders approved the resolution approving an amendment and restatement of our Certification of Incorporation to update, clarify and remove outdated provisions as disclosed in the Company's definitive proxy statement by the votes indicated below:



     For         Against     Abstain     Broker Non-Votes
  39,782,278      3,483      58,687         1,244,101

For more information regarding Proposals 1, 2, 3, 4 and 5, please refer to the Company's definitive proxy statement, as filed with the Securities and Exchange Commission on March 22, 2023.

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