| Item 2.02. | Announcement of Retirement of Board Member and Appointment of a New Chairman |
On May 12, 2021, the Registrant issued a press release announcing the retirement of Robert E. Klatell. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly provided by specific reference in such filing.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May, 12th, 2021 Rob Klatell tendered, and the Board of Directors of the Company (the “Board”) accepted his resignation from his position as a director of the Company and any committees thereof. Mr. Klatell joined the Board in 2004 and was named the Company’s Chairman of the Board in 2005. Mr. Klatell’s resignation was not a result of a disagreement with the Company. Rather, Mr. Klatell retired at the age of 75 in accordance with the Company’s Corporate Governance Guidelines. Since his retirement and after his re-election as a Class III member of the Board on May 12th, 2021, the Board of Directors unanimously appointed Rex Geveden as the new Chairman of the Board effective immediately after his appointment.
| Item 5.07. | Submission of Matters to a Vote of Security Holders |
On May 12, 2021, the Company held its 2021 Annual Meeting of Stockholders (“Annual Meeting”). Of the 106,906,227 shares of common stock outstanding on the record date, 90,810,489 shares were present at the Annual Meeting in person or by proxy, representing approximately 84.94% of the total outstanding shares eligible to vote. All proposed measures passed and the Class III Directors recommended by the Company were elected. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal 1 – Election of Class III Directors
| | | | | | | | | | | | |
Name | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
John G. Mayer | | | 75,002,840 | | | | 12,130,794 | | | | 3,676,855 | |
Rex D. Geveden | | | 86,027,177 | | | | 1,106,457 | | | | 3,676,855 | |
Proposal 2 - Advisory Vote on the Compensation of Named Executive Officers
| | | | |
Votes For: | | | 86,663,651 | |
Votes Against: | | | 414,296 | |
Abstain: | | | 55,687 | |
Broker Non-Votes | | | 3,676.855 | |
Proposal 3 – Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year Ending January 3, 2022
| | | | |
Votes For: | | | 90,710,576 | |
Votes Against: | | | 65,710 | |
Abstain: | | | 34,203 | |
| Item 9.01. | Press Release Dated May 12, 2021. |
