The Company held the Annual Meeting on December 12, 2023. Of the 59,565,790 shares of common stock, no par value per share (“common stock”), outstanding and entitled to vote at the Annual Meeting, 42,586,769 shares of common stock, or 71.5%, were represented in person or by proxy at the Annual Meeting. The results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting are set forth below.
Proposal 1: Stockholders elected the nine director nominees named in the Proxy Statement, each for a term expiring at the next annual meeting of stockholders and until his or her respective successor is duly elected and qualified (or until any such director’s earlier death, resignation or removal).
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Director Nominee | | For | | | Withheld | | | Broker Non-Votes (1) | |
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Patrick Roney | | | 32,901,016 | | | | 1,047,045 | | | | 8,638,708 | |
Paul S. Walsh | | | 31,148,620 | | | | 2,799,441 | | | | 8,638,708 | |
Robert L. Berner III | | | 31,701,597 | | | | 2,246,464 | | | | 8,638,708 | |
Mark W.B. Harms | | | 31,399,380 | | | | 2,548,681 | | | | 8,638,708 | |
Candice Koederitz | | | 30,688,704 | | | | 3,259,357 | | | | 8,638,708 | |
Jon Moramarco | | | 33,063,052 | | | | 885,009 | | | | 8,638,708 | |
Timothy D. Proctor | | | 31,376,541 | | | | 2,571,520 | | | | 8,638,708 | |
Lisa M. Schnorr | | | 29,637,307 | | | | 4,310,754 | | | | 8,638,708 | |
Jonathan Sebastiani | | | 31,596,838 | | | | 2,351,223 | | | | 8,638,708 | |
(1) Broker non-votes represent shares held by broker nominees for beneficial owners that were not voted because the broker nominee did not receive voting instructions from the beneficial owner and lacked discretionary authority to vote the shares on a non-routine proposal.
Proposal 2: The proposal to amend the Company's Articles of Incorporation to effectuate a reverse stock split of our issued and outstanding shares of common stock, at a ratio of no less than 1-for-5 and no more than 1-for-25 (the "Reverse Stock Split"), with the final decision of whether to proceed with the Reverse Stock Split, the effective time of the Reverse Stock Split, and the exact ratio of the Reverse Stock Split to be determined by our Board of Directors, in its sole discretion and without further action by our stockholders, for a period of up to one year from December 12, 2023, was approved.
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For | | | Against | | | Abstentions | |
| 40,997,935 | | | | 1,478,317 | | | | 110,517 | |
Proposal 3: The proposal to ratify the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024 was approved.
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For | | | Against | | | Abstentions | |
| 42,085,124 | | | | 434,148 | | | | 67,497 | |
There were no broker non-votes with respect to Proposals 2 and 3.