ITEM 5.07 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On
(i) the election of directors to the Company's Board of Directors (the "Board")
until the 2024 annual stockholders meeting;
(ii) the annual advisory vote on the compensation of the Company's Named
Executive Officers;
(iii) an advisory vote on the frequency of holding future advisory votes on
executive compensation;
(iv) the ratification of the appointment of
independent registered public accounting firm for 2023; and
(v) the approval of an amendment of the Company's Restated Certificate of
Incorporation to update the exculpation provision.
The results of the stockholders' votes are reported below.
Proposal I: The following directors were elected by the indicated vote:
Directors Votes For Votes Against Votes Withheld Broker Non-Votes
As reflected above,
Proposal II: The annual advisory vote on the compensation of the Company's Named Executive Officers was approved by a vote of stockholders as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes 18,973,537 2,654,431 38,438 1,313,587
Proposal III: The frequency of "1 year" was approved by a vote of stockholders as follows:
1 Year 2 Years 3 Years Votes Abstained Broker Non-Votes 18,602,787 17,906 2,024,392 1,021,321 1,313,587
Consistent with the preferred frequency expressed by our stockholders, the Board has determined that the Company will hold future advisory votes to approve the compensation of the Company's named executive officers on an annual basis. These annual advisory votes will continue each year until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company's annual meeting of stockholders in 2029.
Proposal IV: The ratification of the appointment of
Votes For Votes Against Votes Abstained 21,907,268 1,041,662 31,063
Proposal V: The amendment of the Company's Restated Certificate of Incorporation to update the exculpation provision was approved by a vote of stockholders as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes 17,774,121 3,864,037 28,248 1,313,587
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