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iOne E. Washington Street, iPhoenix,
iArizonai85004
(Address of principal executive offices) (Zip Code)
(i602)
i389-3500
(Registrant's telephone number, including area code)
Not Applicable
(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, $0.0001 Par Value
iWAL
iNew
York Stock Exchange
i6.25% Subordinated Debentures due 2056
iWALA
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 June 15, 2021, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). The total number of shares of the
Company’s common stock, par value of $0.0001 per share, voted in person or by proxy at the Annual Meeting was 95,111,400 representing 91.92% of the 103,472,750 shares outstanding and entitled to vote at the Annual Meeting. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
Proposal 1 Election of Directors
The Company’s stockholders elected thirteen directors to each serve for a one-year term expiring in 2022. The voting results were as follows:
VOTES
FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
Bruce Beach
88,614,859
60,798
1,629,799
4,825,628
Juan Figuereo
90,090,218
36,960
178,278
4,825,628
Howard
N. Gould
89,874,489
75,317
355,650
4,825,628
Steven J. Hilton
88,564,606
142,572
1,578,595
4,825,628
Marianne
Boyd Johnson
88,532,131
29,979
1,723,662
4,825,628
Robert P. Latta
90,104,513
28,814
152,446
4,825,628
Adriane
McFetridge
90,129,504
36,683
119,585
4,825,628
Michael Patriarca
90,019,041
26,554
240,178
4,825,628
Robert
Gary Sarver
89,517,874
24,609
743,290
4,825,628
Bryan Segedi
90,125,952
38,858
120,963
4,825,628
Donald
D. Snyder
87,574,576
125,778
2,585,419
4,825,628
Sung Won Sohn, Ph.D.
89,875,832
37,993
371,948
4,825,628
Kenneth
A. Vecchione
89,667,189
105,517
513,067
4,825,628
Proposal 2 Advisory (Non-Binding) Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, executive compensation. The voting results were as follows:
VOTES
FOR
VOTES AGAINST
ABSTENTIONS
BROKER NON-VOTES
88,741,930
1,418,139
125,703
4,825,628
Proposal 3 Ratification of Auditor
The Company’s stockholders ratified the appointment of RSM US LLP as the
Company’s independent auditors for the fiscal year ending December 31, 2021. The voting results were as follows:
VOTES FOR
VOTES AGAINST
ABSTENTIONS
BROKER
NON-VOTES
89,288,712
5,814,019
8,670
—
Item 9.01 Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No.
Description
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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.