At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 22, 2023. There were 172,681,435 shares of common stock present at the Annual Meeting, which constituted a quorum for the transaction of business.
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
1.To elect Jan R. Hauser, Gareth T. Joyce and Michael D. Smith as Class II directors to serve until the 2026 Annual Meeting of Stockholders;
2.Advisory vote on the compensation of our named executive officers;
3.Ratification of appointment of independent registered public accounting firm;
4.Approval of the issuance by us of shares of our Common Stock (or securities convertible into or exercisable for common stock), in settlement of the potential future conversion in full of the aggregate principal amount of, plus accrued and unpaid interest on, our convertible notes in accordance with the applicable rules of the Nasdaq Stock Market; and
5.Amendment of our Certificate of Incorporation to increase the total number of authorized shares of our Common Stock from 500,000,000 shares to 1,000,000,000 shares.
The final results for each of these proposals are as follows:
Proposal 1: Election of Directors.
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
|---|
| Jan R. Hauser | | 130,910,575 | | 10,910,999 | | 30,859,861 |
| Gareth T. Joyce | | 139,571,895 | | 2,249,679 | | 30,859,861 |
| Michael D. Smith | | 138,521,817 | | 3,299,757 | | 30,859,861 |
Jan R. Hauser, Gareth T. Joyce and Michael D. Smith were elected as Class II directors to serve until the 2026 Annual Meeting of Stockholders.
Proposal 2: Advisory vote on the compensation of our named executive officers.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
|---|
| 125,036,246 | | 14,770,426 | | 2,014,902 | | 30,859,861 |
The stockholders approved, on an advisory basis, the compensation of our named executive officers.
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
|---|
| 171,065,457 | | 1,264,945 | | 351,033 | | 0 |
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. There were no broker non-votes on this matter.
Proposal 4: Issuance of Shares.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
|---|
| 139,561,053 | | 2,088,389 | | 172,132 | | 30,859,861 |
The stockholders approved the issuance by the Company of shares of its Common Stock (or securities convertible into or exercisable for common stock), in settlement of the potential future conversion in full of the aggregate principal amount of, plus accrued and unpaid interest on, the Company’s convertible notes in accordance with the applicable rules of the Nasdaq Stock Market.
Proposal 5: Amendment of Certificate of Incorporation.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
|---|
| 138,984,585 | | 2,688,933 | | 148,056 | | 30,859,861 |
The stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of our Common Stock from 500,000,000 shares to 1,000,000,000 shares.
