| Item 5.07 |
Submission of Matters to a Vote of Security Holdings
|
(a) – (b) At its annual meeting of stockholders (“Annual Meeting”), held on June 2, 2022, ATI Physical Therapy, Inc. (the “Company”) set forth the matters below to a
vote.
As of the close of business on April 5, 2022, the record date for the Annual Meeting, 207,386,007 shares of the Company’s Class A common stock, $0.0001 par value (“Common
Stock”), were outstanding and entitled to vote.
Set forth below are the proposals voted upon at the Annual Meeting and the final vote tabulation that certified the voting results as received from the Inspector of
Election. Based on the results, at least ________ shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing ______ percent of the shares entitled to be voted. Percentages are based on the total votes cast.
Proposal I – Election of Directors
Stockholders approved the election of two Class I directors to serve for a three-year term to expire at the 2025 annual meeting of stockholders. The voting results for
this proposal were as follows:
|
Nominee
|
Votes For
|
Votes Withheld
|
Broker Non-Votes
|
| |
|
|
|
|
Andrew McKnight
|
130,810,433
|
3,045,330
|
18,010,747
|
|
Teresa Sparks
|
131,943,927
|
1,911,836
|
18,010,747
|
Proposal II – Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2022.
Stockholders ratified the appointment of PwC to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The
voting results for this proposal were as follows:
|
Votes For
|
Votes Against
|
Abstain
|
Broker Non-Votes
|
150,331,236
|
1,396,469
|
138,805
|
|
Proposal III – Advisory Vote Concerning Executive Compensation of the Named Executive Officers.
Stockholders approved, on an advisory basis, the Company’s compensation of its named executive officers, as disclosed in the Compensation Discussion and Analysis section
of the Company’s 2022 Annual Meeting Proxy Statement. The voting results for this proposal were as follows:
|
Votes For
|
Votes Against
|
Abstain
|
Broker Non-Votes
|
132,851,916
|
960,204
|
43,643
|
18,010,747
|
Proposal IV-Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
Stockholders approved, on an advisory basis, one year as the frequency to hold advisory votes on named executive officer compensation. The voting results for this
proposal were as follows:
|
1-Year
|
2-Years
|
3-Years
|
Abstain
|
Broker Non-Votes
|
133,564,700
|
19,503
|
217,995
|
53,565
|
18,010,747
|
Proposal V – Amendment to the Company’s 2021 Equity Incentive Plan.
Stockholders approved an amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance by 560,979 shares,
or from 20,728,254 shares to 21,289,233 shares, and the forfeiture of certain shares subject to restricted stock agreements. The voting results for this proposal were as follows:
|
Votes For
|
Votes Against
|
Abstain
|
Broker Non-Votes
|
132,819,199
|
1,014,953
|
21,611
|
18,010,747
|
(d) As described above, at the Company’s Annual Meeting, the Company’s stockholders approved, on an advisory basis, one year as the frequency to hold advisory votes on
named executive officer compensation, consistent with the recommendation of the Company’s Board of Directors. In response to the voting results, the Company will hold an advisory vote on named executive officer compensation in its proxy materials
every year until its next vote on the frequency with which stockholders will vote on named executive officer compensation.