Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under Item 5.07 below is incorporated by reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, six proposals were submitted for a vote of the Company’s stockholders, which proposals are described in the Company’s proxy statement for the Annual Meeting filed with the
(1) Amendment To Certificate Of Incorporation To Declassify Board Of Directors. The proposal to amend the Company’s certificate of incorporation to declassify the Board of Directors and provide for the annual election of all directors was approved. The votes regarding this proposal were as follows:
For Against Abstained Broker Non-Votes 2,163,592,375 13,086,195 4,310,379 191,885,875
(2) Election of Directors. Stockholders elected seven nominees for director to the Company’s Board of Directors to hold office until the 2023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The votes regarding this proposal were as follows:
Name of Nominee For Withheld Broker Non-Votes Kenneth J. Anderson 2,173,182,347 7,806,603 191,885,875 Lynne L. Collier 2,174,046,515 6,942,435 191,885,875 Amy V. Forrestal 586,650,412 1,594,338,538 191,885,875 Squire Junger 585,701,352 1,595,287,599 191,885,875 James C. Neuhauser 2,173,182,860 7,806,090 191,885,875 Edward H. Rensi 1,991,915,233 189,073,717 191,885,875 Andrew A. Wiederhorn 2,173,164,437 7,824,513 191,885,875
(3) Amendment To 2017 Omnibus Equity Incentive Plan. The proposal to approve an amendment to the Company’s 2017 Omnibus Equity Incentive Plan (the “Plan”) to increase the number of shares of Class A Common Stock issuable under the Plan was approved. The votes regarding this proposal were as follows:
For Against Abstained Broker Non-Votes 1,943,673,606 231,979,386 5,335,955 191,885,875
(4) Advisory Vote on the Compensation of Named Executive Officers. The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved. The votes regarding this proposal were as follows:
For Against Abstained Broker Non-Votes 2,165,812,016 9,257,758 5,919,174 191,885,875
(5) Advisory Vote On The Frequency Of Future Votes On The Compensation Of Named Executive Officers. The proposal to approve, on a non-binding advisory basis, the frequency of future votes on the compensation of the Company’s named executive officers received the following votes:
One Year Two Years Three Years Abstain 2,162,829,591 7,769,865 5,438,900 4,950,593
(6) Rating Of Appointment Of Independent Registered Public Accounting Firm. The proposal to ratify the selection of
For Against Abstained Broker Non-Votes 2,365,403,067 6,803,993 667,764 191,885,875
Following the completion of the Annual Meeting,
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation, filed with the
DelawareSecretary of State on December 20, 2022104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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