Company’s or its subsidiaries’ present or future directors, officers, employees, consultants, or advisers. The 2024 Plan gives the Compensation Committee of the Board of Directors the maximum flexibility to use various forms of incentive awards as part of the Company’s overall compensation program.
Subject to adjustments as required or permitted by the 2024 Plan’s terms, under the 2024 Plan, the Company may issue a total of (1) 36,700,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), plus (2) 64,142,027 shares of the Company’s Common Stock, which represents the number of shares of the Company’s Common Stock reserved under the Prior Incentive Plan on February 23, 2021, and of which 13,170,755 shares of the Company’s Common Stock remained available for issuance as of February 29, 2024, plus (3) the number of shares of Common Stock available for awards granted under the Prior Incentive Plan that thereafter would meet the requirements of a “Lapsed Award” (as more fully described below) if such awards had been granted under the 2024 Plan.
The following shares are not taken into account in applying the limitations set forth above: (1) shares covered by awards that expire or are canceled, forfeited, settled in cash, or otherwise terminated; (2) shares delivered to the Company or withheld by the Company for the payment or satisfaction of purchase price or tax withholding obligations associated with the exercise or settlement of an award (for the avoidance of doubt, other than stock options or stock appreciation rights granted pursuant to Section 5 and Section 7 of the 2024 Plan, respectively, or the Prior Incentive Plan); and (3) shares covered by stock-based awards assumed by the Company in connection with the acquisition of another company or business (collectively, “Lapsed Awards”). Shares covered by stock options and stock appreciation rights do not qualify as “Lapsed Awards” and will not be available for future issuance under the 2024 Plan if the shares are tendered as payment for a stock option exercise, withheld from stock options or stock appreciation rights for taxes, have been repurchased using stock options proceeds, or are stock appreciation rights shares not delivered with respect to settlement of the award.
A description of the material terms of the 2024 Plan was included in the Company’s definitive proxy statement for the Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on March 29, 2024.
The foregoing description of the 2024 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2024 Plan, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 16, 2024, the Company held its Annual Meeting of Stockholders. Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the meeting.
1. The Company’s stockholders elected the following nominees for director to serve as directors for a one-year term expiring at the Annual Meeting of Stockholders to be held in 2025 or until her or his successor shall have been duly elected and qualified.
Proposal 1: Election of Directors
| | | | | | |
| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
John Dionne | | 337,065,968 | | 24,257,253 | | 72,541,738 |
Lisa Hammitt | | 337,270,258 | | 24,052,963 | | 72,541,738 |
Andrew Hobson | | 339,962,256 | | 21,360,965 | | 72,541,738 |
Thomas C. King | | 339,852,099 | | 21,471,122 | | 72,541,738 |
Joe Marchese | | 337,186,079 | | 24,137,142 | | 72,541,738 |
W. Benjamin Moreland | | 340,087,370 | | 21,235,851 | | 72,541,738 |
Mary Teresa Rainey | | 336,838,727 | | 24,484,494 | | 72,541,738 |
Scott R. Wells | | 339,771,544 | | 21,551,677 | | 72,541,738 |
Raymond T. (Ted) White | | 354,310,176 | | 7,013,045 | | 72,541,738 |
Jinhy Yoon | | 340,064,991 | | 21,258,230 | | 72,541,738 |
