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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
i☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock
iCHRD
iThe
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company 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.
The Company held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on May 1, 2024. At the Annual Meeting, the Company’s shareholders were requested to: (1) elect nine directors to serve on the Company’s Board of Directors for a term of office expiring at the Company’s 2025 Annual Meeting of Shareholders; (2) approve, on an advisory basis, the compensation of the Company’s
named executive officers as disclosed in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 19, 2024 (the “Definitive Proxy Statement”); and (3) ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.
The following are the final voting results on proposals considered and voted upon at the Annual Meeting, each of which is more fully described in the Definitive Proxy Statement:
1.Each of the directors that were up for election was elected for a term of one
year. Votes regarding the election of these directors were as follows:
NOMINEE
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
Douglas
E. Brooks
37,117,565
48,126
18,026
1,898,022
Daniel E. Brown
37,129,775
36,843
17,099
1,898,022
Susan M. Cunningham
36,888,103
277,422
18,192
1,898,022
Samantha
F. Holroyd
32,506,502
4,659,172
18,043
1,898,022
Paul J. Korus
37,083,550
82,220
17,947
1,898,022
Kevin S. McCarthy
36,980,144
186,219
17,354
1,898,022
Anne
Taylor
36,646,529
519,121
18,067
1,898,022
Cynthia L. Walker
36,945,901
219,776
18,040
1,898,022
Marguerite N. Woung-Chapman
36,826,741
338,909
18,067
1,898,022
2.The
Board proposal seeking approval, on an advisory basis, of the compensation of the Company’s executive officers was approved. The voting results were as follows:
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
BROKER NON-VOTES
35,790,610
1,291,062
102,045
1,898,022
3.PricewaterhouseCoopers
LLP was ratified as the Company’s independent registered public accounting firm for 2024. The voting results were as follows:
VOTES FOR
VOTES AGAINST
VOTES ABSTAINED
38,717,739
314,886
49,114
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description of Exhibit
104
Cover Page Interactive Data File - the cover page interactive data
file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
SIGNATURE
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.
