Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Annual Meeting, the stockholders of the Company voted as set forth below
on seven proposals, each of which is described in detail in the Company's
definitive proxy statement filed with the
Proposal 1. Election of Directors.
The election of five directors, each to hold office until the 2023 annual meeting of stockholders or until their respective successor is elected and qualified.
Nominee For Withheld Broker Non-Votes
Proposal 2. Approval of
The approval of the
For Against Abstain Broker Non-Votes 6,532,612 1,162,890 118,971 5,660,489
Proposal 3. Approval of Reverse Stock Split.
The approval of an amendment to the Company's Articles of Incorporation, as amended (the "Charter") to effect a reverse stock split of the Company's common stock at a ratio of one new share for every five to twenty shares outstanding.
For Against Abstain 11,385,563 2,067,045 22,354
The approval of Proposal 3 allows the Company's board of directors (the "Board") to effect one reverse stock split, to become effective at a time and at a ratio (within the approved range) to be designated by the Board in its sole discretion. The Board reserves the right not to effect the reverse stock split if the Board does not deem it to be in the best interests of the Company and its stockholders. The Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including market conditions and existing and expected trading prices for the Company's common stock.
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Proposal 4. Approval of the Increase of Authorized Shares of Common Stock
The approval of an amendment to the Charter to increase the total number of authorized shares of common stock from 33,333,334 to 133,333,334.
For Against Abstain 11,020,851 2,399,825 54,286
The approval of Proposal 4 authorizes the Company to file an amendment to its Charter to increase its authorized shares of common stock to 133,333,334. The Board reserves the right not to effect the increase in authorized shares if the Board does not deem it to be in the best interests of the Company and its stockholders. The Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including whether it decides to effect the reverse stock split approved by Proposal 3.
Proposal 5. Ratification of Selection of Independent Registered Public Accounting Firm.
The ratification of the selection by the audit committee of the Board of
For Against Abstain 13,124,245 256,083 94,634
Proposal 6. Approval of Executive Compensation.
The approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.
For Against Abstain Non-Votes Broker Non-Votes 6,554,590 720,564 529,347 9,972 5,660,489
Proposal 7. Approval of Frequency of Future Votes to Approve Executive Compensation
The approval, on a non-binding advisory basis, of the frequency of future advisory votes to approve the compensation of the Company's named executive officers. Every Year Every Two Years Every Three Years Abstain Broker Non-Votes 7,493,683 72,255 134,022 114,513 5,660,489
In accordance with Item 5.07(d) of Form 8-K, the Company will disclose the Company's decision on the frequency of future advisory stockholder votes on the compensation of the Company's named executive officers in an amendment to this Current Report on Form 8-K to be filed within 150 days of the Annual Meeting.
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