Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2023 Annual Meeting of Shareholders (“Annual Meeting”) of the Company on August 15, 2023, shareholders voted to approve three amendments to the Company’s Restated Certificate of Incorporation (the “Restated Certificate”): an amendment to declassify the Board of Directors (the “Board Declassification Amendment”); an amendment to increase the conversion ratio and mandatorily convert the Class C Preferred Stock into common stock (the “Reclassification Amendment”); and an amendment to provide a revised liquidation preference for the Class C Preferred Stock upon a liquidation event (the “Liquidation Amendment”).
On August 17, 2023, the Company filed the Board Declassification Amendment with the Department of State of the State of New York. The Declassification Amendment is effective upon filing. Pursuant to the Board Declassification Amendment, sections 6(b) and 6(c) of the Restated Certificate were amended and restated to provide that the class of directors standing for election at our 2024 Annual Meeting of Shareholders will stand for election for one-year terms expiring at the 2025 Annual Meeting of Shareholders and, commencing with the 2025 Annual Meeting of Shareholders, the Board of Directors shall cease to be classified and all of the directors elected at such meeting (and each meeting thereafter) shall be elected for a term expiring at the next annual meeting of shareholders.
On August 17, 2023, the Company filed the Reclassification Amendment with the Department of State of the State of New York. The Reclassification Amendment is effective upon filing. Pursuant to the Reclassification Amendment, section 4(d)(iv) of the Restated Certificate was amended to provide for the automatic conversion of each issued and outstanding share of Class C Preferred Stock into shares of common stock on the sunset date (as defined in the Reclassification Amendment) and an increase in the current conversion rate of Class C Preferred Stock under the Restated Certificate of 23.389 shares of common stock to 61.275 shares of common stock.
On August 17, 2023, the Company filed the Liquidation Amendment with the Department of State of the State of New York. The Liquidation Amendment is effective upon filing. Pursuant to the Liquidation Amendment, section 4(d)(iii) of the Restated Certificate was amended to provide that each holder of Class C Preferred Stock be entitled to receive, for each share of Class C Preferred Stock held by such holder upon a liquidation, dissolution, or winding up of the affairs of the Company, an amount equal to the greater of $1.50 per share and the amount such holder would have received had such share of Class C Preferred Stock been converted to shares of common stock immediately prior to such liquidation, dissolution, or winding up.
The foregoing descriptions of the Board Declassification Amendment, the Reclassification Amendment, and the Liquidation Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Board Declassification Amendment, the Reclassification Amendment, and the Liquidation Amendment, copies of which are filed hereto as Exhibits 3.1, 3.2, and 3.3, respectively, and are incorporated herein by reference.
Item 5.07 |
Submission of Matters to a Vote of Security Holders |
At the Annual Meeting, the Company’s holders of common stock voted on each of the matters described below. Approximately 29,645,138 shares (representing 94.35% of total shares of common stock outstanding and entitled to vote) were present at the Annual Meeting either in person or by proxy.
1. The Company’s shareholders re-elected the following four directors as Class 2 Directors to serve a two-year term until the Company’s 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. The number of shares of common stock that (i) voted for the election of each director and (ii) withheld authority to vote for each director, as well as the number of broker non-votes, are set forth in the table below.
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Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
Stephen C. McCluski |
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24,930,380 |
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3,822,149 |
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892,609 |
Robert C. Mellor |
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24,460,039 |
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4,292,490 |
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892,609 |
Peter J. Solomon |
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24,558,287 |
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4,194,242 |
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892,609 |
Hope B. Woodhouse |
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26,552,161 |
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2,200,368 |
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892,609 |