Item 1.01 Entry into a Material Definitive Agreement
As reported in Item 5.07 below, at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company held on September 12, 2022, the Company’s stockholders ratified an amendment to the Company’s Rights Agreement with Broadridge Financial Solutions, Inc., as rights agent, dated as of May 6, 2019 (the “NOL Rights Agreement”), extending the Final Expiration Date under the NOL Rights Agreement from May 6, 2022 to May 6, 2025 (the “NOL Rights Agreement Amendment”). The Company’s Board of Directors previously approved the NOL Rights Agreement Amendment, subject to such stockholder ratification.
The foregoing description of the NOL Rights Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the NOL Rights Agreement Amendment, a copy of which is filed herewith as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment of 2017 Equity Incentive Plan
As reported in Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s 2017 Equity Incentive Plan (the “Plan”) to increase the number of shares available thereunder by 600,000 shares. The Company’s Board of Directors previously approved the Amendment, subject to such stockholder approval.
A summary of the material terms of the Amendment and the Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 29, 2022. That summary and the above description of the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
As described in Item 5.02 above, the Company virtually held its Annual Meeting via webcast on September 12, 2022. According to the inspector of elections, the stockholders present virtually in person or by proxy represented 15,315,565 shares of common stock (entitled to one vote per share). At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as follows:
Proposal 1: Election of Directors.
| | | | | | | |
Director | | Votes For | | Votes Withheld | | Broker Non-Votes | |
Robert C. Flexon | | 3,687,251 | | 684,564 | | 5,493,574 | |
Darren R. Jamison | | 3,775,499 | | 596,316 | | 5,493,574 | |
Yon Y. Jorden | | 3,731,703 | | 640,112 | | 5,493,574 | |
Robert F. Powelson | | 3,732,144 | | 639,671 | | 5,493,574 | |
Denise Wilson | | 3,699,014 | | 672,801 | | 5,493,574 | |
Ping Fu | | 3,690,057 | | 681,758 | | 5,493,574 | |
Each of the individuals listed above was elected as a director of the Company to serve until the next annual meeting or until his or her successor is elected and qualified.
