Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
After the Form 25 is effective, we also intend to pursue such other measures
necessary to terminate or suspend the registration of our Common Stock under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). We expect the
deregistration of our Common Stock to become effective 90 days after the date of
filing the Form 25 with the
The Board believes that the decision to delist the shares from NASDAQ and
deregister the Common Stock under Section 12(b) of the Exchange Act is in the
best interest of the Company and its stockholders as it has determined that the
burdens associated with operating as a registered public company outweigh any
advantages to the Company and our stockholders at this time. The Board's
decision was based on careful review of numerous factors, including the
significant cost savings of no longer preparing and filing periodic reports with
the
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company's Annual Meeting held on
Proposal 1: Election of Directors.
Name For Withheld Broker Non-Vote Jess M. Ravich 19,343,731 5,325,135 11,032,357 John Scheel 19,491,898 5,176,418 11,032,907 Hal G. Byer 19,793,399 4,874,917 11,032,907 Rae G. Ravich 19,267,817 5,400,549 11,032,857 Robert Scott Fritz 19,980,709 4,687,607 11,032,907 2
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This proposal received the required affirmative vote of holders of a plurality of the votes cast and all of the foregoing candidates were elected as the Company's directors.
Proposal 2: Ratification of the appointment of
For Against Abstain Broker Non-Vote 35,598,583 27,700 74,940 0
This proposal received the affirmative vote of the holders of a majority of the shares having voting power present in person or represented by proxy at the Annual Meeting and was approved as set forth above.
Proposal 3: Approval, on a non-binding advisory basis, of the Company's executive compensation, as disclosed in the proxy statement.
The advisory vote to approve our executive compensation was approved.
For Against Abstain Broker Non-Vote
20,982,678 3,654,117 32,071 11,032,357
Proposal 4: Approval, on a non-binding advisory basis, the preferred frequency of stockholder advisory votes on executive compensation, referred to as "say-on-frequency."
The Company's stockholders recommend, on an advisory basis, to hold an advisory vote on the Company's executive compensation every three years. Based on those results, and consistent with the Company's recommendation, the Company's Board has adopted a policy to hold an advisory vote on the Company's executive compensation every three years, until the next advisory vote on the frequency of stockholder votes on the Company's executive compensation.
Every 1 Year Every 2 Years Every 3 Years Abstain Broker Non-Vote
5,321,745 1,572,976 16,706,962 1,067,183 11,032,357
Item 8.01 Other Events.
Following the meeting of the Board held on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedAugust 22, 2022 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) 3
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