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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code i516-i466-3100
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
iBRT
iNYSE
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).
i☐ Emerging growth company
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. o
Section
5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;Compensatory Arrangements of Certain Officers
Amendments to the 2020 Incentive Plan and 2018 Incentive Plan
On June 14, 2023, we amended and restated our 2020 Incentive Plan (the “2020 Plan”) and our 2018 Incentive Plan (the “2018 Plan”; and together with the 2020 Plan, the “Plans”), to be consistent with our 2022 Incentive Plan in the treatment of “parachute payments” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)). Specifically, the Plans were amended principally to provide
that if any payment that a participant in such plan would otherwise receive from us constitutes a parachute payment and as a result would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such payment will either (i) be reduced to an amount equal to the largest portion of such payment that would result in no portion of such payment (after reduction) being subject to the Excise Tax or (ii) not be reduced, whichever approach, after taking into account all applicable taxes (including the Excise Tax), results in such participant’s receipt, on an after-tax basis, of the greatest amount of such payment.
The foregoing summary of the amendments to the Plans is qualified in its entirety by reference to the Plans which are filed herewith as exhibits.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At our annual meeting of stockholders held on June 14, 2023 (the "Annual Meeting"), all of the proposals presented to our stockholders were approved, and with respect to the Say-on-Frequency Proposal (as defined below), stockholders approved three years as the frequency as to which a proposal seeking approval of executive compensation should be presented to our stockholders. The proposals are described in detail in our proxy statement filed on April 21, 2023 with the Securities and Exchange Commission. Set forth below is a summary of the proposals and the voting results with respect thereto:
Proposal 1 - Election of Directors
To
elect the directors named below for a term expiring at the 2026 annual meeting of the stockholders (the "2026 Meeting"):
For
Against
Abstain
Broker Non-Vote
Carol Cicero
13,487,947
128,997
18,057
3,122,958
Fredric
H. Gould
12,763,778
854,276
16,947
3,122,958
Gary Hurand
10,471,722
3,138,859
24,420
3,122,958
Elie Y. Weiss
11,898,424
1,713,469
23,108
3,122,958
Proposal
2– Advisory Vote on Executive Compensation
To approve, by non-binding vote, executive compensation for the year ended December 31, 2022:
For
Against
Abstain
Broker
Non-Vote
13,290,852
233,323
110,826
3,122,958
2
Proposal 3 – Advisory Vote on the Frequency of Holding Future Advisory Votes on Executive Compensation
To approve, by non-binding vote, the frequency of future non-binding votes on executive compensation (the “Say-on-Frequency Proposal”):
One
Year
Two Years
Three Years
Abstain
4,884,843
32,196
8,623,941
3,122,958
In light of the results with respect to this proposal, we have determined that the next stockholder advisory vote on executive compensation will be held in connection with the 2026 Meeting.
Proposal 4
- Ratification of the selection of Independent Registered Public Accounting Firm
To ratify of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023:
For
Against
Abstain
16,699,262
31,503
27,194
Section
8 - Other Events
Item 8.01 Other Events
Share repurchase program
On June 14, 2023, we (i) extended the term of our share repurchase program from December 31, 2023 (the "2023 Program") to December 31, 2025 (the "2025 Program") and (ii) authorized the repurchase of up to $10 million (inclusive of the approximate $1.99 million of shares that remained unpurchased pursuant to the 2023 Program), of shares that may be purchased pursuant to the 2025 Program.
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* Indicates management contract or compensatory plan or arrangement.
3
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 hereunto duly authorized.
