Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of
Proposal 1
To elect three nominees, G. Louis Graziadio III,
Nominee For Withheld Broker Non-Votes G. Louis Graziadio, III 12,778,815 412,750 7,662,294 Chad Steelberg 12,700,083 491,482 7,662,294 Ryan Steelberg 12,783,442 408,123 7,662,294 Proposal 2
To ratify the appointment of
For Against Abstain Broker Non-Votes 20,748,273 22,857 82,729 - Proposal 3
To approve amendments to the Company's 2018 Performance-Based Stock Incentive
Plan and performance-based stock options. The approval of this proposal
required: (1) the affirmative vote of the holders of a majority of the total
votes of shares of the Company's common stock cast at the meeting, in person or
by proxy, and (2) the affirmative vote of the holders of a majority of the total
votes of shares of the Company's common stock cast at the meeting, in person or
by proxy, other than shares of the Company's common stock owned, directly or
indirectly, by
The voting results as to the first required vote are shown in the table below
and include votes of shares owned, directly or indirectly, by
For Against Abstain Broker Non-Votes 10,919,240 2,217,027 55,298 7,662,294
These voting results represent approval of the proposal by approximately 83.12%
of the votes cast on the proposal. As to the second required vote, excluding
votes of an aggregate of 3,757,206 shares owned, directly or indirectly, by
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