Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
The foregoing description of the Plan Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 10.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The foregoing description of the Charter Amendment is qualified in its entirety by reference to such amendment, which is filed herewith as Exhibit 3.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual Meeting of Stockholders on
(b) Details of the voting are provided below: Proposal 1:
To elect six (6) members of the Company's Board of Directors to serve until the 2020 Annual Meeting of Stockholders (or until successors are elected or directors resign or are removed).
Votes For Votes Withheld Broker Non-Votes Christopher J. McGurk 60,283,355 4,300,413 13,331,269 Peter C. Brown 60,568,970 4,014,798 13,331,269 Tom Bu 59,868,985 4,714,783 13,331,269 Patrick W. O'Brien 60,395,975 4,187,793 13,331,269 Zvi M. Rhine 60,914,822 3,668,946 13,331,269 Peixin Xu 57,751,848 6,831,920 13,331,269 Proposal 2: Votes For Votes Against Abstentions Broker Non-Votes
To approve by non-binding 61,034,130 3,478,773 70,865 13,331,269 vote, executive compensation.
Proposal 3: Votes For Votes Against Abstentions Broker Non-Votes To approve an amendment to 60,985,140 3,560,706 37,922 13,331,269 the Company's 2017 Equity Incentive Plan to increase the total number of shares of Class A Common Stock available for issuance thereunder. Proposal 4: Votes For Votes Against Abstentions Broker Non-Votes To approve an amendment to 68,794,904 8,968,280 151,853 N/A the Company's Certificate of Incorporation to increase the number of shares of Class A Common Stock authorized for issuance. Proposal 5: Votes For Votes Against Abstentions Broker Non-Votes To approve an amendment to 68,524,611 9,284,326 106,100 N/A the Company's Certificate of Incorporation to effect a reverse stock split, subject to the Board's discretion. Proposal 6: Votes For Votes Against Abstentions Broker Non-Votes To ratify the appointment of 72,240,752 5,564,304 109,981 N/AEisnerAmper LLP as our independent auditors for the fiscal year ending March 31, 2021.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 3.1 Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation
10.1 Amendment No. 3 to the 2017 Equity Incentive Plan.
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