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

The Company held its 2020 Annual Meeting of Stockholders (the "Annual Meeting") on December 21, 2020. The following items of business were considered at the Annual Meeting:

(1) the election of four directors;

(2) ratification of the selection of dbbMcKennon as our independent registered public accounting firm for the fiscal year ending December 31, 2020;

(3) approval, of amendment to Charter to effect a reverse stock split of common stock at a ratio of not less than 1-for-20 and not more than 1-for-100, subject to Board's authority to abandon such amendment;

(4) approval, in a non-binding, advisory vote, of the compensation of our named executive officers, commonly known as "say-on-pay";

(5) the transaction of such other business as may properly have come before the Annual Meeting or any adjournment thereof.

The number of shares of common stock entitled to vote at the Annual Meeting was 18,735,824 shares. The number of shares of common stock present or represented by valid proxy at the annual meeting was 13,317,105 shares. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting are set forth below:

Proposal 1: Election of Directors.

The stockholders elected four directors to serve until the annual meeting of stockholders in 2020 as follows:





      Director           Votes For       Votes Against       Abstain       Broker Non-Votes
Jonathon R. Skeels        9,891,413           14,595           1,331            3,409,766
Richard S. Chernicoff     9,855,830           50,188           1,321            3,409,766
Thomas R. Stewart         9,855,731           50,254           1,354            3,409,766
Jean-Louis Casabonne      9,096,599           60,977          749,763           3,409,766

Proposal 2: Ratification of Auditors.

The stockholders ratified the appointment of dbbMcKennon as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020 as follows:





 Votes For        Votes Against      Abstain      Broker Non-Votes
  13,245,077           36,608          35,420                 -

Proposal 3: Approve, a Reverse Stock Split of Common Stock at a Ratio.





 Votes For        Votes Against      Abstain      Broker Non-Votes
  12,958,127          357,324           1,653                 -

Proposal 4: Advisory Vote on Executive Compensation.

In a non-binding, advisory vote, the stockholders approved the compensation of our executive officers as follows:

Votes For Votes Against Abstain Broker Non-Votes


  9,771,191          133,439           2,709           3,409,766

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