Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2022, the stockholders of PC Connection, Inc. (the “Company”) approved an amendment to the Company’s 2020 Stock Incentive Plan (the “2020 Plan”), which increased the number of shares of common stock that may be issued under the 2020 Plan from 902,500 to 1,002,500 shares, representing an increase of 100,000 shares. The amendment to the 2020 Plan had previously been adopted by the Company’s Board of Directors (the “Board”), subject to stockholder approval.
The 2020 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards. All of the Company’s employees, officers, and directors, as well as consultants and advisors, are eligible to receive awards under the 2020 Plan.
In addition, on May 18, 2022, the Company’s stockholders also approved an amendment to the Company’s Amended and Restated 1997 Employee Stock Purchase Plan, as amended (the “1997 Plan” and, together with the 2020 Plan, the “Plans”), which increased the number of shares of common stock that may be issued under the 1997 Plan from 1,202,500 to 1,302,500 shares, representing an increase of 100,000 shares. The amendment to the 1997 Plan had previously been adopted by the Board, subject to stockholder approval. The 1997 Plan permits full and part-time employees of the Company and its subsidiaries to purchase shares of the Company’s common stock at a discounted price.
The foregoing brief descriptions of the Plans are qualified in their entirety by the text of the Plans. A description of the terms and conditions of the Plans was provided in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on April 22, 2022 under the headings “Proposal Three – Approval of Amendment to 2020 Stock Incentive Plan” and “Proposal Four – Approval of Amendment to the Amended and Restated 1997 Employee Stock Purchase Plan, as amended” and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. The following is a brief description and vote count of all items voted on at the Annual Meeting:
| (1) | The election of six directors to serve until the 2023 Annual Meeting of Stockholders; |
| (2) | The approval, on an advisory basis, of the compensation the Company’s named executive officers; |
| (3) | The approval of an amendment to the 2020 Plan to increase the number of shares of common stock authorized for issuance under such plan from 902,500 to 1,002,500 shares; |
| (4) | The approval of an amendment to the 1997 Plan to increase the number of shares of common stock authorized for issuance under such plan from 1,202,500 to 1,302,500 shares; and |
| (5) | The ratification of the selection by the Audit Committee of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. |
The proposals were approved by the following votes:
Proposal #1: To elect six directors to serve until the 2023 Annual Meeting of Stockholders
| | | | | | |
| | For | | Withheld | | Broker Non-Vote |
Election of Patricia Gallup | | 20,763,110 | | 3,976,775 | | - |
Election of David Beffa-Negrini | | 23,412,458 | | 1,327,427 | | - |
Election of Jay Bothwick | | 24,685,557 | | 54,328 | | - |
Election of Barbara Duckett | | 24,372,266 | | 367,619 | | - |
Election of Jack Ferguson | | 24,494,641 | | 245,244 | | - |
Election of Gary Kinyon | | 24,547,738 | | 192,147 | | - |
