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Registrant’s telephone number, including area code:
i(614)
i224-7141
(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
Name of each exchange on which registered
iCommon Stock, without par value
iLANC
iNASDAQ
Global Select Market
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 Corporation’s annual meeting of shareholders (the “Annual Meeting”) was held in a virtual-only format via live webcast
on November 9, 2022 pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement that was available on or about October 11, 2022 to all shareholders of record at the close of business on September 12, 2022. At the Annual Meeting, 26,500,339 shares of the Corporation’s common stock were represented in person (online) or by proxy, which constituted a quorum.
At the Annual Meeting, shareholders voted on three proposals. The proposals are described in detail in the Corporation’s definitive proxy materials which were filed with the Securities and Exchange Commission and first made available to shareholders on or about October 11, 2022.
Proposal One - Nomination and Election
of Directors
The Corporation’s shareholders elected the following individuals to serve for three-year terms expiring at the 2025 Annual Meeting of Shareholders with the following vote totals:
Number of Votes
Director
Name
For
Withheld
Abstentions
Broker Non-Votes
Barbara L. Brasier
24,903,632
745,059
—
851,648
David A. Ciesinski
24,885,451
763,240
—
851,648
Elliot
K. Fullen
25,490,660
158,031
—
851,648
Alan F. Harris
24,929,737
718,954
—
851,648
Proposal
Two - Non-Binding Vote on the Compensation of the Corporation’s Named Executive Officers
The Corporation’s shareholders approved the compensation of the Corporation’s named executive officers with the following vote totals:
Number of Votes
For
Against
Abstentions
Broker
Non-Votes
24,890,874
440,439
317,378
851,648
Proposal Three - Ratification of the Selection of the Corporation’s Independent Registered Public Accounting Firm
The Corporation’s shareholders ratified the selection of Deloitte & Touche LLP as the Corporation’s independent registered public accounting firm for the year ending June 30, 2023 with the following vote totals:
Number
of Votes
For
Against
Abstentions
Broker Non-Votes
26,143,327
257,122
99,890
—
Item 8.01 Other Events
On November 9, 2022,
the Corporation’s Board of Directors voted to raise the regular quarterly cash dividend to 85 cents per common share to be paid on December 30, 2022 to shareholders of record on December 5, 2022.
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.
