Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On
February 25, 2020, the Company held its annual meeting of shareholders (the “Annual
Meeting”) in New York, New York. As of December 3, 2019, the record date for the Annual Meeting, there
were a total of 47,556,807 shares of common stock of the Company (“Common
Stock”) outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 39,934,479 shares
of Common Stock were represented in person or by proxy and, therefore, a quorum was present.
The shareholders of the
Company voted on the following items at the Annual Meeting.
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(1)
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To approve an amendment to the Company’s By-Laws to increase the maximum size of the Board from five (5) to six (6) members, and provide the discretion to the Board to increase or decrease the size of the Board within the range of five (5) and seven (7) directors;
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(2)
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To elect two directors to the Company’s Board as Class II Directors for a term of three (3) years or until their respective successors have been duly elected and qualified;
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(3)
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To elect one director to the Board as a Class I Director for a term of two (2) years or until her successor has been duly elected and qualified;
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(4)
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If proposal No. 1 is approved by the shareholders, to elect one director to the Board as a Class III Director for a term of one (1) year or until his successor has been duly elected and qualified;
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(5)
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To approve, by a nonbinding advisory vote, the compensation of the Company’s Named Executive Officers;
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(6)
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To ratify the Company’s appointment of EisnerAmper LLP to serve as the Company’s independent registered public accounting firm for the Company’s fiscal year ending July 31, 2020; and
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(7)
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To approve an amendment to the Company’s By-Laws to implement majority voting in uncontested director elections.
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Set forth below are the
proposals voted upon at the Annual Meeting, and the final voting results as certified by the independent inspector of elections,
Christopher J. Woods. As a consequence of these results, among other things, Fabian Blank and Peter J.
Clemens were elected to the Board as Class II Directors, Rebecca J. Fischer was
reelected to the Board as a Class I Director and the size of the Board did not change. For more information about any of the proposals voted on at the Annual Meeting, please see the Company’s
definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on December
5, 2019, as supplemented (the “Proxy Statement”).
Proposal 1 – Amendment to the Company’s By-Laws
to Increase the Maximum Size of the Board
The shareholders did
not approve the amendment to the Company’s By-Laws to increase the maximum size of the Board from five (5) to six (6) members,
and provide the discretion to the Board to increase or decrease the size of the Board within the range of five (5) and seven (7)
directors (the “By-Law Amendment Proposal”). Approval of the By-Law Amendment Proposal required the affirmative
vote of the holders of a majority the votes present in person or by proxy by the holders of shares entitled to vote therein. The
following sets forth the results of the voting with respect to this proposal:
For
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Against
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Abstentions
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Broker Non-votes
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11,651,002
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21,815,191
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353,941
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0
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Proposal 2 – Election of Class II Directors
Based on the votes set
forth below, shareholders elected the following candidates nominated by Harbert Discovery Fund, LP and Harbert Discovery Co-Investment
Fund I, LP as Class II Directors of the Company: Fabian Blank and Peter J. Clemens. The following sets forth the results of the
voting with respect to each director candidate:
Nominee
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For
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Against
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Broker Non-votes
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Fabian Blank
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25,697,505
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510,545
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0
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Peter J. Clemens
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19,254,430
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6,953,620
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0
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Proposal 3 - Election of the Class I Director
Based on the votes set forth below, shareholders
elected Rebecca J. Fischer, the Company’s nominee, as a Class I Director of the Company. The following sets forth the results
of the voting with respect to this proposal:
Nominee
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For
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Abstain/Withhold
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Broker Non-votes
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Rebecca J. Fischer
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12,291,298
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512,589
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0
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Proposal 4 - Election of the Class III Director
Based on the votes set forth below, the
shareholders would have elected Barry W. Weiner, the Company’s nominee, as a Class III director if proposal No. 1 was approved.
The following sets forth the results of the
voting with respect to this proposal:
Nominee
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For
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Abstain/Withhold
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Broker Non-votes
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Barry W. Weiner
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7,717,917
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3,867,935
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0
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Proposal 5 - Advisory Vote on Compensation of the Company’s
Named Executive Officers
The shareholders approved
the advisory vote on the compensation of the Company’s named executive officers, as described in the Proxy Statement. The
following sets forth the results of the voting with respect to this proposal:
For
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Against
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Abstentions
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Broker Non-votes
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22,410,766
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17,398,015
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125,698
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0
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Proposal 6 - Ratify the Appointment of EisnerAmper LLP
as the Company’s Independent Registered Public Accountants
The shareholders
approved, on an advisory basis, the appointment of EisnerAmper LLP as the Company’s independent
registered public accounting firm for the fiscal year ending July 31, 2020. The following sets forth the results of the voting
with respect to this proposal:
For
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Against
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Abstentions
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Broker Non-votes
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39,113,050
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583,517
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237,912
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0
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Proposal 7 - Approval of an Amendment to the Company’s
By-Laws to Implement Majority Voting in Uncontested Director Elections
The shareholders approved the amendment to
the Company’s By-Laws to implement majority voting in uncontested director elections. The following sets forth the results
of the voting with respect to this proposal:
For
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Against
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Abstentions
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Broker Non-votes
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38,800,549
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918,322
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215,608
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0
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No other matters were presented for consideration or shareholder
action at the Annual Meeting.