Item 5.07.Submission of Matters to a Vote of Security Holders

Results of the Annual General Meeting

An Annual General Meeting of Shareholders (the "AGM") of the Company was held on July 30, 2021 to approve the agenda items described below.

Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company's solicitation.

A total of 110,491,277 common shares (47.38% of the 233,196,898 issued and outstanding shares of the Company's common stock entitled to vote as of June 2, 2021, the record date for the AGM) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the AGM. The agenda items submitted at the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the AGM with respect to that agenda item.

Agenda Item 1.To elect six directors:



                    Nominee              For            Withheld
              Amir Adnani         61,869,271 97.05% 1,877,599  2.95%
              Spencer Abraham     43,815,028 68.73% 19,931,842 31.27%
              Vincent Della Volpe 58,902,679 92.40% 4,844,191  7.60%
              David Kong          39,833,621 62.49% 23,913,249 37.51%
              Ganpat Mani         59,052,145 92.64% 4,694,725  7.36%
              Gloria Ballesta     63,282,741 99.27%  464,129   0.73%

There were 46,744,407 broker non-votes with respect to this agenda item. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on this agenda item.

Agenda Item 2.To ratify the appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants, as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2021. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

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                          For            Against       Abstain
                   110,176,107 99.71% 186,637 0.16% 128,533 0.11%


There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item.

Agenda Item 3.To approve the Company's 2021 Stock Incentive Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



                          For            Against        Abstain
                   60,087,869 94.26% 2,949,897 4.62% 709,104 1.11%


There were 46,744,407 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this agenda item.

Agenda Item 4.To approve, on a non-binding advisory basis, the compensation of the Company's named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:



                          For            Against        Abstain
                   61,372,493 96.27% 1,624,967 2.54% 749,410 1.17%


There were 46,744,407 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be "votes cast" and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be "votes cast", and therefore had no effect on the vote with respect to this agenda item.


Determination on Frequency of Shareholder Vote on the Compensation of Executives

The Company's Board of Directors has determined to include on an annual basis a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.

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Item 8.01Other Events

On July 30, 2021, the Company's Board of Directors convened a meeting immediately following the AGM and reappointed the following executive officers:

Amir AdnaniPresident and Chief Executive Officer;

Pat ObaraSecretary, Treasurer and Chief Financial Officer; and

Scott MelbyeExecutive Vice President.

In addition, on August 2, 2021, the Company issued a news release announcing the results of the AGM. A copy of the news release is attached as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

Not applicable.

(b) Pro forma Financial Information



Not applicable.

(c) Shell Company Transaction

Not applicable.

(d) Exhibits

Exhibit Description
 99.1     News Release dated     August 2    , 20    2    1  .


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