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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
iCommon Stock, par value $0.10 per share
iFMC
iNew
York Stock Exchange
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐
Written communications pursuant to Rule 425 under the
Securities Act
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
i☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act.
☐
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a)The
Company held its Annual Meeting on April 30, 2024; 124,816,655 shares of common stock were entitled to be voted; 114,399,172 shares were voted in person or by proxy.
(b)At the Annual Meeting, Pierre Brondeau, Eduardo E. Cordeiro, Carol Anthony (“John”) Davidson, Mark Douglas, Kathy L. Fortmann, C. Scott Greer, K’Lynne Johnson, Dirk A. Kempthorne, Margareth Øvrum, Robert C. Pallash, and Patricia Verduin, Ph.D. were each duly nominated for, and elected by the stockholders to our Board of Directors (the “Board”). These individuals will serve on our Board for a one-year term expiring in 2025. The number of votes cast for, against, abstained, and the number of broker non-votes with respect to each nominee is set forth below:
For
Against
Abstain
Broker
Non-Votes
Pierre Brondeau
98,151,790
5,028,604
68,490
11,150,288
Eduardo E. Cordeiro
96,621,132
6,560,445
67,307
11,150,288
Carol
Anthony ("John") Davidson
99,849,420
3,334,949
64,515
11,150,288
Mark Douglas
100,701,535
2,475,095
72,254
11,150,288
Kathy
L. Fortmann
97,278,876
5,905,725
64,283
11,150,288
C. Scott Greer
94,363,608
8,807,437
77,839
11,150,288
K’Lynne
Johnson
96,865,748
6,301,542
81,594
11,150,288
Dirk A. Kempthorne
95,724,622
7,441,598
82,664
11,150,288
Margareth
Øvrum
100,033,534
3,147,164
68,186
11,150,288
Robert C. Pallash
97,550,294
5,630,421
68,169
11,150,288
Patricia
Verduin, Ph.D.
99,716,777
3,467,333
64,774
11,150,288
Accordingly, each of the nominees was duly elected.
(c)At the Annual Meeting, the stockholders also voted on the ratification of the Audit Committee’s approval for the continuing service of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December
31, 2024. The number of votes cast for, against and abstained with respect to this proposal is set forth below:
Votes
For:
107,474,727
Against:
6,592,523
Abstain:
331,922
Accordingly, the selection of KPMG LLP as the company’s
independent registered public accounting firm for 2024 was ratified.
(d)At the Annual Meeting, the stockholders also voted, in a non-binding advisory vote, to approve the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The number of votes cast for, against and abstained, and the number of broker non-votes, with respect to this proposal is set forth below:
Votes
For:
91,830,419
Against:
11,192,405
Abstain:
226,060
Broker
Non-Votes:
11,150,288
(e)At the Annual Meeting, the stockholders voted upon and approved a stockholder proposal requesting simple majority vote. The number of votes cast for, against and abstained, and the number of broker non-votes, with respect to this proposal is set forth below:
Votes
For:
101,923,656
Against:
1,140,511
Abstain:
184,717
Broker
Non-Votes:
11,150,288
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
