Item 5.07 Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on May
7
, 20
1
9
, the judge of election made the report concerning the results of balloting.
Holders of
3
,
017
,5
29
shares
of common stock,
representing
7
9
%
of the total
number of shares outstanding, were represented in person or by proxy at the 20
1
9
annual meeting of shareholders.
The following proposals were submitted by the Board of Directors to a vote of security holders:
(1)
Election of
t
hree
Class
C
D
irectors
to serve for
a
three-year term
and until their successors are properly elected and qualified
:
|
|
|
|
|
|
|
Votes for
|
|
Votes withheld
|
|
Broker non-votes
|
Brian
J
. C
ali, Esquire
|
2,
343
,
739
|
|
1
80
,
794
|
|
492,9
9
7
|
Patrick
J.
Dempsey
|
2,27
0
,
884
|
|
253
,6
49
|
|
492
,9
97
|
Daniel
J.
Santaniello
|
2,
388
,
038
|
|
136
,
494
|
|
492
,9
97
|
Based on the votes set forth above, the foregoing persons were duly elected to serve as directors for a term expiring at the annual meeting of shareholders in 20
2
2
and until their respective successors have been duly elected and qualified.
In addition to the above elected Class
C
Directors, at the conclusion of its annual meeting, the Company’s Board of Directors consisted of:
Mary E. McDonald
,
Kristin D. O’Donnell
and
David L. Tressler, Sr.
, as Class
B
Directors whose terms expire in 20
20
; and
John
T
. C
ognetti
,
Richard
J.
Lettieri
and
Michael J. McDonald
,
Esquire,
as Class
A
Directors whose terms expire in 20
21
.
(2)
To ratify
the selection of
RSM US
LLP
as the Company’s independent
registered
public account
ing firm
for
the year ending December 31,
201
9
.
The proposal received the following votes:
|
|
|
|
|
|
|
Votes for
|
|
Votes against
|
|
Votes abstain
|
|
Broker non-votes
|
3
,
013
,0
45
|
|
3,121
|
|
1
,
363
|
|
-
|
|
|
|
|
|
|
|
Based on the votes set forth above, the appointment of
RSM US
LLP
as
the independent
registered
public accounting firm to serve for
the year ending December 31, 201
9
was duly ratified by the shareholders.
(3) To approve, on a non-binding, advisory basis, the Company’s executive compensation. The proposal received the following votes:
|
|
|
|
|
|
|
Votes for
|
|
Votes against
|
|
Votes abstain
|
|
Broker non-votes
|
2,
461
,
288
|
|
39,592
|
|
23
,
652
|
|
492,997
|
Based on the votes set forth above,
the non-binding vote on executive compensation was duly approved by the shareholders.
(4) To approve, on a non-binding basis, the frequency of voting on compensation of the named executive officers of the Company. The proposal received the following votes:
|
|
|
|
|
|
|
1 Year
|
2 Year
|
3 Year
|
|
Votes abstain
|
|
Broker non-votes
|
758
,
656
|
24,734
|
1
,
712,704
|
|
2
8
,
438
|
|
492,997
|
Based on the votes set forth above, the non-binding vote on the frequency of voting to approve the named executive officers’ compensation of three years was duly approved by the shareholders and as a result, the Company will hold a non-binding vote on executive compensation every three years.