Item 5.07. Submission of Matters to a Vote of Security Holders
Annual Meeting of Shareholders
The 2020 Annual Meeting of Shareholders (the "Annual Meeting") of
Proposal 1 - Election of Directors:
All of the nominees for director were elected to serve until the Company's Annual Meeting in the indicated years with the respective votes set forth opposite their names: Year Votes Cast For Votes Witheld Term % of % of Nominees for Director Ends Number Votes Cast Number Votes Cast James W. Bernau 2023 1,373,483 79.27% 359,096 20.73% Sean M. Cary 2023 1,366,538 78.87% 366,041 21.13%
Proposal 2 - Ratification of Appointment of Independent Auditors:
The shareholders ratified the appointment of
Votes Cast For Votes Cast Against Abstain
% of % of % of Broker
Number Votes Cast Number Votes Cast Number Votes Cast Non-Votes 3,225,708 92.15% 223,593 6.39% 51,119 1.46% NA
Proposal 3-Advisory (Non-Binding) Approval of Company's Executive Compensation:
The Company's shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Company's Proxy Statement, by the votes set forth in the following table:
Votes Cast For Votes Cast Against Abstain % of % of % of Broker Number Votes Cast Number Votes Cast Number Votes Cast Non-Votes 1,383,247 79.84% 253,105 14.61% 96,227 5.56% 1,767,841 2
Proposal 4-Advisory (Non-Binding) Approval on the Frequency of Advisory Votes on the Company's Executive Compensation:
The Company's shareholders approved, on an advisory basis, a three year frequency period, as disclosed in the Company's Proxy Statement, by the votes set forth in the following table:
Votes Cast For 1 Year Votes Cast For 2 Years Votes Cast For 3 Years % of % of % of Number Votes Cast Number Votes Cast Number Votes Cast Abstain 720,089 42.35% 76,069 4.47% 904,347 53.19% 32,074
Based on the recommendation of the Company's board of directors in the Company's 2020 proxy statement and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Company has adopted a policy to hold an advisory vote on executive compensation every three years.
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