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(Address
of principal executive offices, including zip code)
i(847)i463-3200
(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, par value $0.001 per share
iPCTY
The iNASDAQ Global Select Market LLC
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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders for its fiscal year 2023 on December 1, 2022. Holders of an aggregate of 55,671,990 shares of the
Company’s common stock at the close of business on October 4, 2022 were entitled to vote at the meeting, of which 53,789,761, or 96.6%, of the eligible shares were represented in person or by proxy. The matters voted upon at the meeting and the results of those votes are as follows:
Proposal 1: Election of Directorsto hold office for one-year term or until their respective successors are elected and qualified, or their earlier death, resignation or removal.
For
Withheld
Broker Non-votes
Steven
R. Beauchamp
50,734,062
393,774
2,661,925
Virginia G. Breen
49,187,294
1,940,542
2,661,925
Robin
L. Pederson
50,856,980
270,856
2,661,925
Andres D. Reiner
50,092,534
1,035,302
2,661,925
Kenneth
B. Robinson
50,879,104
248,732
2,661,925
Ronald V. Waters III
49,666,335
1,461,501
2,661,925
Toby
J. Williams
50,753,768
374,068
2,661,925
Based on the votes set forth above, all of the director nominees were duly elected.
Proposal 2: Ratification of the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending June 30, 2023.
For
Against
Abstaining
53,628,074
147,347
14,340
Based
on the votes set forth above, the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023 was ratified.
Proposal 3: Advisory vote to approve the compensation of named executive officers.
For
Against
Abstaining
Broker
Non-votes
47,749,965
3,362,306
15,565
2,661,925
Based on the votes set forth above, the stockholders advised that they were in favor of the compensation awarded to the Company’s named executive officers.
Proposal 4: Frequency of future advisory votes to approve the compensation of named executive officers.
1
Year
2 Years
3 Years
Abstaining
Broker Non-votes
48,613,593
2,283
2,500,450
11,510
2,661,925
Based
on the votes set forth above, the stockholders advised that they were in favor of a one-year frequency for future advisory votes on the compensation awarded to the Company’s named executive officers. Based upon these results and
consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future stockholder advisory votes regarding the compensation to be paid by the
Company to its named executive officers every year. This policy will remain in effect until the next stockholder vote on the frequency of stockholder advisory votes on executive compensation, which is expected to occur at the Company’s 2029 Annual Meeting of Stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
104
Cover
Page Interactive Data File (formatted as Inline XBRL)
Cover Page Interactive
Data File (formatted as Inline XBRL)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
