Item 5.07 Submission of Matters to a Vote of Security Holders.
At the special meeting of stockholders of
At the Special Meeting, 19,517,843 shares of common stock, or approximately 82.09% of the outstanding common stock of the Company entitled to vote, were represented by proxy or in person.
The final voting results for each matter submitted to a vote of the Company's stockholders are as follows:
Proposal 1-Approval of the Merger Agreement and Transactions Contemplated Thereunder, Including Issuance of Petros Common Stock in the Mergers Pursuant to the Merger Agreement
To approve the Agreement and Plan of Merger, by and among the Company,
Votes For Votes Against Votes Abstain Broker Non-Votes 13,435,126 350,021 938 5,731,758
Proposal 2-Approval of the Spin-Off
To consider and approve the spin-off transaction whereby (i) any cash in excess
of
Votes For Votes Against Votes Abstain Broker Non-Votes 13,396,583 386,058 3,444 5,731,758
Proposal 3-Approval of the Petros 2020 Equity Plan
The approval of the
Votes For Votes Against Votes Abstain Broker Non-Votes 12,344,812 483,696 957,577 5,731,758
Proposal 4-Advisory Vote on Golden Parachute Compensation
The approval, on an advisory basis, of the golden parachute compensation that may be paid or become payable to the Company's named executive officers as a result of the Mergers.
Votes For Votes Against Votes Abstain Broker Non-Votes 10,696,101 1,332,816 1,757,168 5,731,758
Proposal 5-Election of Directors
The election of seven directors of the Company to serve one-year terms expiring in 2021 (provided, however, that, if the Mergers are completed, the Board of Directors of Petros will be reconstituted as provided in the Merger Agreement).
Nominee Votes For Votes Withheld Broker Non-Votes Dr. Charles S. Ryan 12,784,312 1,001,773 5,731,758 Joshua N. Silverman 12,388,241 1,397,844 5,731,758 William S. Singer 12,390,855 1,395,230 5,731,758 Bruce T. Bernstein 12,405,217 1,380,868 5,731,758 George Perry 12,840,184 945,901 5,731,758 Jonathan L. Schechter 12,402,812 1,383,273 5,731,758 Ivan P. Gergel 12,818,584 967,501 5,731,758
Proposal 6-Ratification of the Independent Registered Public Accounting Firm
The ratification of the appointment of
Votes For Votes Against Votes Abstain 19,045,280 396,051 76,512
Proposal 7-Advisory Vote on Approval of Executive Compensation
The approval by an advisory vote the compensation of the Company's named executive officers, as disclosed in the Proxy Statement.
Votes For Votes Against Votes Abstain Broker Non-Votes 12,194,266 451,941 1,139,878 5,731,758
In connection with the Special Meeting, the Company also solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to approve either Proposal 1, 2, 3, 4, 5, 6 or 7 at the time of the Special Meeting. Because the Company's stockholders approved the adoption of each of Proposal 1, 2, 3, 4, 5, 6 and 7, as noted above, the adjournment proposal was not deemed necessary.
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