Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 22, 2020, Ultralife Corporation (“the Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). Only shareholders of record at the close of business on May 26, 2020 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date, there were 15,886,616 shares of common stock outstanding and entitled to vote, of which 14,676,113 (92.4%) were present in person or by proxy, representing a quorum. The results of shareholder voting on the proposals presented were as follows:
1. The Company’s shareholders elected five Directors, all of whom constitute the Company’s entire Board of Directors, to serve for a term of one year and until their successors are duly elected and qualified. The number of shares that (i) voted for the election of each Director, (ii) withheld authority to vote for each Director, and (iii) were broker non-votes, are set forth in the table below.
Director
|
For
|
Withheld
|
Broker Non-Votes
|
|
|
|
|
Michael D. Popielec
|
10,949,706
|
244,184
|
3,482,223
|
Thomas L. Saeli
|
11,007,323
|
186,567
|
3,482,223
|
Robert W. Shaw II
|
10,774,691
|
419,199
|
3,482,223
|
Ranjit C. Singh
|
9,762,250
|
1,431,640
|
3,482,223
|
Bradford T. Whitmore
|
10,798,427
|
395,463
|
3,482,223
|
2. The Company’s shareholders ratified the selection of the Company’s independent registered public accounting firm as Freed Maxick CPAs, P.C. for 2020. The number of shares that (i) voted for the ratification of the accounting firm, (ii) voted against the ratification, and (iii) abstained from the vote are set forth in the table below.
For
|
Against
|
Abstain
|
|
|
|
14,666,016
|
7,013
|
3,084
|
3. The Company’s shareholders approved an advisory resolution on executive compensation. The number of shares that (i) voted for the resolution, (ii) voted against the resolution, (iii) abstained from the vote, and (iv) were broker non-votes, are set forth in the table below.
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
|
|
|
11,038,106
|
131,054
|
24,730
|
3,482,223
|
4. The Company’s shareholders indicated their preference, on a non-binding advisory basis, that the frequency of future advisory votes on executive compensation be “3 Years”. The number of shares that (i) voted for 1 Year, (ii) voted for 2 Years, (iii) voted for 3 Years, and (iv) abstained from the vote, are set forth in the table below.
1 Year
|
2 Years
|
3 Years
|
Abstain
|
|
|
|
|
3,159,821
|
28,419
|
7,987,614
|
18,036
|
In consideration of the voting results of the Annual Meeting and other factors, the Board of Directors has determined that the frequency of future advisory votes on executive compensation will be three years.
5. The Company’s shareholders did not approve a shareholder proposal entitled, “Directors To Be Elected by Majority Vote”. The number of shares that (i) voted for the proposal, (ii) voted against the proposal, (iii) abstained from the vote, and (iv) were broker non-votes, are set forth in the table below.
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
|
|
|
4,575,757
|
6,518,027
|
100,106
|
3,482,223
|