Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The matters submitted to a vote of shareholders at the Special Meeting and a final tabulation of the voting results with respect to each matter are as follows:
(1) The proposal to approve the Merger Agreement, pursuant to which Merger Sub
will be merged with and into the Company, with the Company surviving as an indirect, wholly-owned subsidiary of Parent (the "Merger Proposal"), was approved by the affirmative vote of shareholders holding a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting, as set forth below: For Against Abstain 10,172,582 14,404 937,414
(2) The proposal to approve, on an advisory, non-binding basis, the compensation
that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement, was approved on an advisory, non-binding basis by a majority of votes cast, as set forth below: For Against Abstain 8,746,641 853,601 1,524,158
(3) The proposal to approve one or more adjournments of the Special Meeting from
time to time, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Agreement or to seek a quorum if one is not initially obtained (the "Adjournment Proposal"), was not called because the Merger Proposal was approved. If the Adjournment Proposal had been called, it would have been approved by a majority of votes cast, as set forth below: For Against Abstain 9,998,058 171,952 954,390
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