Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Holders of the Company's Class A common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting. Holders of the Company's Class B-1 common stock were entitled to vote on all matters presented for stockholder vote at the Annual Meeting, except for Proposal 1. Holders of the Company's Class B-2 common stock were entitled to vote only on Proposal 1. At the Annual Meeting there was presence in person or by proxy of the holders of a majority of the voting power of the capital stock of the Company issued and outstanding and entitled to vote at the meeting on all matters presented for stockholder vote and constituting a quorum for the transaction of business.
Based on the votes cast by holders of Class A common stock, Class B-1 common stock and Class B-2 common stock, with Class A and Class B-2 common stock voting together on Proposal 1, and Class A and Class B-1 common stock voting together on Proposals 2-4, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1. The election of
Director Nominee Votes For Votes Withheld Broker Non-Votes Bruce Chizen 254,663,447 15,703,239 2,395,250 Elizabeth Rafael 268,096,700 2,269,986 2,395,250 Amit Walia 267,588,681 2,808,005 2,395,250
2. The ratification of the appointment of
Votes For Votes Against Abstentions Broker Non-Votes 272,713,763 35,176 12,997 -
3. The approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers (Proposal 3):
Votes For Votes Against Abstentions Broker Non-Votes 264,850,226 5,482,738 33,722 2,395,250
4. The approval, on a non-binding, advisory basis, of the frequency of future non-binding advisory votes to approve the compensation of the Company's named executive officers (Proposal 4):
1 Year 2 Years 3 Years Abstentions 270,356,404 6,178 2,955 1,149
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No other matters were considered and voted on by the Company's stockholders at the Annual Meeting.
Following the Annual Meeting, the company decided to include a non-binding advisory stockholder vote to approve the compensation of the Company's named executive officers every one year until the next vote of the Company's stockholders on the frequency of future non-binding advisory votes to approve the compensation of the Company's named executive officers.
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