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(Registrant’s telephone number, including area code)
None
(Former name or former address, if changed since last report)
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:
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, $0.001 par value
iBZH
iNew York Stock Exchange
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.
On iFebruary 9, 2023, the Company held its 2023 Annual Meeting of Stockholders. A total of 25,007,551 shares
were represented in person or by valid proxy at the annual meeting and the Company’s stockholders took the following actions:
1. Election of Directors. Stockholders elected Elizabeth S. Acton, Lloyd E. Johnson, Allan P. Merrill, Peter M. Orser, Norma A. Provencio, Danny R. Shepherd, David J. Spitz and C. Christian Winkle to serve as directors until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified. The vote totals for each of these individuals were:
Director
Shares
For
Shares Against
Shares Abstained
Broker Non-Votes
Elizabeth S. Acton
21,788,741
342,314
28,490
2,848,006
Lloyd E. Johnson
21,951,469
179,928
28,148
2,848,006
Allan
P. Merrill
21,567,912
551,162
40,471
2,848,006
Peter M. Orser
20,317,529
1,812,088
29,928
2,848,006
Norma A. Provencio
19,325,292
2,803,639
30,614
2,848,006
Danny
R. Shepherd
20,958,077
1,172,160
29,308
2,848,006
David J. Spitz
19,317,113
2,814,056
28,376
2,848,006
C. Christian Winkle
21,942,852
187,058
29,635
2,848,006
2. Ratification
of Independent Accountants. Stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2023. The vote totals were: 24,633,843 shares for, 359,946 shares against and 13,762 share abstentions.
3. Vote on Compensation of Named Executive Officers. Stockholders approved the compensation paid to the Company’s named executive officers for the fiscal year ending September
30, 2022. The vote totals were: 18,782,089 shares for, 3,339,671 shares against, 37,785 share abstentions and 2,848,006 broker non-votes.
4. Vote on Frequency of Vote Regarding the Compensation of Named Executive Officers. Stockholders approved an annual vote regarding the compensation paid to Company's named executive officers. The vote totals were: 19,512,397 shares for One Year, 10,595 shares for Two Years, 2,609,050 shares for Three Years, 27,503 share abstentions and 2,848,006 broker non-votes.
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 hereunto duly authorized.
