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, Par Value $0.01
iSWN
iNew York Stock Exchange
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of 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. ☐
SECTION 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the shareholders elected each of the following individuals to serve on the Board of Directors for a term of one year, or until his or her successor is duly elected and qualified, with the votes, rounded to the nearest whole share, cast as follows. Withheld votes have the same effect
as votes against.
JOHN D. GASS
For:
919,487,881
Withheld/Against:
6,209,999
Nonvotes:
56,511,425
SYLVESTER
P. “CHIP” JOHNSON
For:
916,714,584
Withheld/Against:
8,983,296
Nonvotes:
56,511,425
CATHERINE A. KEHR
For:
913,645,844
Withheld/Against:
12,052,036
Nonvotes:
56,511,425
GREG
D. KERLEY
For:
911,443,419
Withheld/Against:
14,254,461
Nonvotes:
56,511,425
JON A. MARSHALL
For:
922,326,149
Withheld/Against:
3,371,731
Nonvotes:
56,511,425
PATRICK
M. PREVOST
For:
916,702,268
Withheld/Against:
8,995,612
Nonvotes:
56,511,425
ANNE TAYLOR
For:
922,267,097
Withheld/Against:
3,430,783
Nonvotes:
56,511,425
DENIS
J. WALSH III
For:
922,421,170
Withheld/Against:
3,276,710
Nonvotes:
56,511,425
WILLIAM J. WAY
For:
922,468,357
Withheld/Against:
3,229,523
Nonvotes:
56,511,425
In
addition, the following proposals were voted at the Annual Meeting:
With respect to the advisory vote regarding the compensation of the Company’s named executive officers disclosed in the proxy statement, which vote is referred to as the “say-on-pay vote,” the shareholders have approved the compensation of the Company’s named executive officers, with the votes, rounded to the nearest whole share, cast as follows:
For:
899,962,285
Against:
23,803,077
Abstain:
1,932,518
Nonvotes:
56,511,425
With
respect to the management proposal on the 2022 Incentive Plan as set forth in the proxy statement, the shareholders have approved the 2022 Incentive Plan, with the votes, rounded to the nearest whole share, cast as follows:
For:
892,602,012
Against:
31,597,013
Abstain:
1,498,855
Nonvotes:
56,511,425
The
ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2022 was approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:
For:
972,787,727
Against:
8,230,486
Abstain:
1,191,092
The
shareholder proposal as set forth in the proxy statement to amend the Company's bylaws to give holders in the aggregate of 10% of the outstanding shares of common stock the power to call a special meeting was not approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:
For:
213,854,941
Against:
711,044,506
Abstain:
798,433
Nonvotes:
56,511,425
SECTION
8 - Other Events
Item 8.01 Other Events.
At the Special Meeting of the Board of Directors of the Company held immediately following the Annual Meeting, the Board of Directors of the Company re-appointed Catherine A. Kehr as Chairman of the Board.
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.