Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The 2020 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards. All of the Company's employees, officers, and directors, as well as consultants and advisors, are eligible to receive awards under the 2020 Plan.
In addition, on
The foregoing brief descriptions of the Plans are qualified in their entirety by
the text of the Plans. A description of the terms and conditions of the Plans
was provided in the definitive proxy statement filed by the Company with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
(1) The election of six directors to serve until the 2023 Annual Meeting of
Stockholders;
(2) The approval, on an advisory basis, of the compensation the Company's named
executive officers;
The approval of an amendment to the 2020 Plan to increase the number of
(3) shares of common stock authorized for issuance under such plan from 902,500
to 1,002,500 shares;
The approval of an amendment to the 1997 Plan to increase the number of
(4) shares of common stock authorized for issuance under such plan from 1,202,500
to 1,302,500 shares; and
The ratification of the selection by the
(5) LLP as the Company's independent registered public accounting firm for the
year ending
The proposals were approved by the following votes:
Proposal #1: To elect six directors to serve until the 2023 Annual Meeting of Stockholders
For Withheld Broker Non-Vote Election of Patricia Gallup 20,763,110 3,976,775 - Election of David Beffa-Negrini 23,412,458 1,327,427 - Election of Jay Bothwick 24,685,557 54,328 - Election of Barbara Duckett 24,372,266 367,619 - Election of Jack Ferguson 24,494,641 245,244 - Election of Gary Kinyon 24,547,738 192,147 - Proposal #2: For Against Abstain Broker Non-Vote To approve, on an advisory basis, the 24,062,399 646,402 31,084 - compensation of the Company's named executive officers Proposal #3: For Against Abstain Broker Non-Vote To approve an amendment to the Company's 24,580,878 142,530 16,477 - 2020 Plan to increase the number of shares of common stock authorized for issuance under such plan from 902,500 to 1,002,500 shares. Proposal #4: For Against Abstain Broker Non-Vote To approve an amendment to the Company's 24,713,641 24,433 1,811 - 1997 Plan to increase the number of shares of common stock authorized for issuance under such plan from 1,202,500 to 1,302,500 shares. Proposal #5: For Against Against Broker Non-Vote To ratify the selection by the Audit 24,513,541 211,559 14,785 -Committee of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022
Item 9.01. Financial Statements and Exhibits
(d) Exhibits 99.1 (1) Amended 2020 Stock Incentive Plan ((incorporated herein by reference to Appendix A to the Registrant's proxy statement pursuant to Section 14(a), filed on April 22, 2022). 99.2 (2) Amended and Restated 1997 Employee Stock Purchase Plan, as amended (incorporated herein by reference to Appendix B to the Registrant's proxy statement pursuant to Section 14(a), filed on April 22, 2022). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
© Edgar Online, source