Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards. All of the Company's employees, directors and others who provide consulting and advisory services to the Company are eligible to receive awards under the 2021 Plan.
The foregoing description of the 2021 Plan is qualified in its entirety by the
text of the 2021 Plan. A summary of the 2021 Plan is included as part of
Proposal 5 in the Company's Definitive Proxy Statement filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders
On
Proposal 1 - Election of Directors
The stockholders elected five directors, each to serve a one-year term until the Company's next annual meeting of stockholders and until their respective successors are elected and qualified. The results of the vote were as follows:
For Withheld Broker Non-Votes Kumarakulasingam Suriyakumar 22,947,395 1,521,972 9,189,211 Bradford L. Brooks 23,032,930 1,436,437 9,189,211 Cheryl Cook 22,979,635 1,489,732 9,189,211 Tracey Luttrell 21,794,020 2,675,347 9,189,211 Mark W. Mealy 22,962,761 1,506,606 9,189,211
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
The Company's stockholders voted to ratify the appointment of
For Against Abstain Broker Non-Votes 32,167,430 1,067,300 423,848 0
Proposal 3 - Advisory, Non-Binding Vote on Executive Compensation
The Company's stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company's executive officers for fiscal year 2022, as disclosed in the Company's 2023 proxy statement. The results of the advisory, non-binding vote were as follows:
For Against Abstain Broker Non-Votes 22,178,971 811,111 1,479,285 9,189,211
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Proposal 4 - Advisory, Non-Binding Vote on Frequency of Executive Compensation Votes
The Company's stockholders voted, on an advisory, non-binding basis, that the Company should hold a stockholder vote every year on the compensation paid to the Company's named executive officers. The results of the advisory, non-binding vote were as follows:
1 year 2 years 3 years Abstain Broker Non-Votes 21,196,239 28,315 1,835,419 1,409,394 9,189,211
The Company has considered the outcome of this advisory, non-binding vote and has determined, as was recommended with respect to this proposal in the proxy statement for the 2023 annual meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of executive compensation votes.
Proposal 5 - Approval of Amendment to the 2021 Incentive Plan to increase the
aggregate number of shares of
The Company's stockholders approved an amendment to the 2021 Incentive Plan to increase the aggregate number of shares of the Company's common stock authorized for issuance under such plan by 5,000,000. The results of the vote were as follows:
For Against Abstain Broker Non-Votes 22,324,026 1,654,123 491,218 9,189,211
Item 9.01. Financial Statements and Exhibits
(d) Exhibits 99.1ARC Document Solutions, Inc. 2021 Incentive Plan, as amended (incorporated herein by reference to Appendix A to the Company's definitive proxy statement on Schedule 14A, filed onMarch 31, 2023 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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