Item 5.07. Submission of Matters to a Vote of Security Holders
Results of the Annual General Meeting
An Annual General Meeting of Shareholders (the “AGM”) of the Company was held on January 23, 2020 to approve the agenda items described below.
Proxies for the AGM were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.
A total of 13,278,804 shares (13.03% of the 101,853,217 issued and outstanding shares of the Company’s common stock entitled to vote as of November 27, 2019, the record date for the AGM) were present in person or by proxy, constituted a quorum for the transaction of business and were voted at the AGM. The agenda items submitted at the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the AGM with respect to that agenda item.
Agenda Item 1. To elect five directors:
Nominee
|
For
|
Withheld
|
Robert Hasman
|
3,611,610
|
95.67%
|
163,344
|
4.33%
|
Brent Reuter
|
3,645,484
|
96.57%
|
129,470
|
3.43%
|
David Wenger
|
3,643,411
|
96.52%
|
131,543
|
3.48%
|
Michael Mills
|
3,653,674
|
96.79%
|
121,280
|
3.21%
|
Dong Shim
|
3,618,427
|
95.85%
|
156,527
|
4.15%
|
There were 9,503,850 broker non-votes with respect to this agenda item. Votes that were withheld and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors.
Agenda Item 2. To ratify the appointment of Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2020. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For
|
Against
|
Abstain
|
13,159,594
|
99.10%
|
14,580
|
0.11%
|
104,630
|
0.79%
|
There were no broker non-votes with respect to this agenda item. Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item.
Agenda Item 3. To approve continuation of the Company’s 2012 Incentive Stock Option Plan. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For
|
Against
|
Abstain
|
3,500,447
|
92.73%
|
205,364
|
5.44%
|
69,143
|
1.83%
|
There were 9,503,850 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.
Agenda Item 4. To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:
For
|
Against
|
Abstain
|
3,554,115
|
94.15%
|
203,286
|
5.39%
|
17,553
|
0.46%
|
There were 9,503,850 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.
Agenda Item 5. To approve, on a non-binding advisory basis, the frequency of executive compensation votes. The votes cast for each of 1 year, 2 years, 3 years, and the number of abstentions, were as follows:
1 year
|
2 years
|
3 years
|
Abstain
|
3,395,270
|
89.94%
|
23,096
|
0.61%
|
348,799
|
9.24%
|
7,789
|
0.21%
|
There were 9,503,850 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum.
Determination on Frequency of Shareholder Vote on the Compensation of Executives
The Company’s Board of Directors has determined to include on an annual basis a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.