06/16/2026 | Press release | Distributed by Public on 06/16/2026 14:33
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 15, 2026, the holders of our Series A Convertible Preferred Stock voted by written consent to re-elect Garrett Lustig to our board of directors, to serve until the next Annual Meeting of Stockholders and until his successor is elected and qualified.
The information required by this Item 5.02 is incorporated herein by reference to the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2026.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
We held our 2026 Annual Meeting of Stockholders on June 15, 2026, at which three proposals were submitted to, and approved by, our stockholders. The holders of 129,564,421 shares of our Class A common stock, including 38,470,359 shares of Class A common stock issuable upon conversion of our outstanding Series A Convertible Preferred Stock that are entitled to vote with our Class A common stock on an as-converted basis, were present or represented by proxy at the meeting. The proposals are described in detail in our definitive proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026. The final results for the votes for each proposal are set forth below.
At the Annual Meeting, each of Robert Ades, Michael J. Driscoll, Prathyusha Duraibabu, Jon Giacomin, Gary S. Gillheeney, Sr., Michele Korfin, Arthur S. Leibowitz, Glenn H. Nussdorf and Gilberto Quintero was elected our Director, to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. The votes cast in the election of the directors were as follows:
|
Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
|
Robert Ades |
85,064,304 | 235,293 | 44,264,824 | |||||||||
|
Michael J. Driscoll |
76,582,548 | 8,717,049 | 44,264,824 | |||||||||
|
Prathyusha Duraibabu |
76,767,319 | 8,532,278 | 44,264,824 | |||||||||
|
Jon Giacomin |
64,825,495 | 20,474,102 | 44,264,824 | |||||||||
|
Gary S. Gillheeney, Sr. |
76,736,718 | 8,562,879 | 44,264,824 | |||||||||
|
Michele Korfin |
76,707,741 | 8,591,856 | 44,264,824 | |||||||||
|
Arthur S. Leibowitz |
76,682,590 | 8,617,007 | 44,264,824 | |||||||||
|
Glenn H. Nussdorf |
61,049,018 | 24,250,579 | 44,264,824 | |||||||||
|
Gilberto Quintero |
76,572,688 | 8,726,909 | 44,264,824 | |||||||||
At the Annual Meeting, our stockholders also approved, on an advisory basis, the compensation paid to our named executive officers. The votes cast on this proposal were as follows:
|
Proposal |
Votes For | Votes Against | Abstentions |
Broker Non-Votes |
||||||||||||
|
To approve, on an advisory basis, the compensation paid to our named executive officers. |
72,516,011 | 12,722,258 | 61,328 | 44,264,824 | ||||||||||||
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At the Annual Meeting, our stockholders also approved the proposal to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending on December 31, 2026. The votes cast on this proposal were as follows:
|
Proposal |
Votes For | Votes Against | Abstentions |
Broker Non-Votes |
||||||||||||
|
To ratify the appointment of RSM US LLP as our independent registered public accounting firm for fiscal year 2026. |
128,421,160 | 856,933 | 286,328 | 0 | ||||||||||||
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