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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 CR 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 per share
iSRCL
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.
We held our 2022 Annual Meeting of Stockholders on May 26, 2022.
At the meeting, stockholders voted on the following matters:
(1) the election to our Board of Directors of the nine nominees for director named in the proxy statement;
(2) an advisory vote to approve executive compensation (the “say-on-pay” vote);
(3) ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022;
(4) a stockholder proposal entitled
Special Shareholder Meeting Improvement; and
(5) a stockholder proposal related to a civil rights audit.
The results of this voting were as follows:
Election of Directors
For
Against
Abstain
Broker
Non-Vote
Robert S. Murley
84,982,239
393,714
47,652
2,225,367
Cindy J. Miller
85,021,859
360,419
41,327
2,225,367
Brian
P. Anderson
84,506,957
873,642
43,006
2,225,367
Lynn D. Bleil
84,112,261
1,177,857
133,487
2,225,367
Thomas F. Chen
84,823,289
563,527
36,789
2,225,367
J.
Joel Hackney, Jr.
84,828,279
465,355
129,971
2,225,367
Stephen C. Hooley
84,220,151
1,063,303
140,151
2,225,367
Kay G. Priestly
84,949,226
389,499
84,880
2,225,367
James
L. Welch
84,907,571
386,077
129,957
2,225,367
Approval of Executive Compensation (the say-on-pay vote)
For
Against
Abstain
Broker
Non-Vote
82,441,042
2,919,941
62,622
2,225,367
Ratification of Appointment of Ernst & Young LLP
For
Against
Abstain
Broker
Non-Vote
83,569,882
4,032,308
46,782
0
Stockholder Proposal Entitled Special Shareholder Meeting Improvement
For
Against
Abstain
Broker
Non-Vote
23,785,665
61,587,782
50,158
2,225,367
Stockholder Proposal Related to a Civil Rights Audit
For
Against
Abstain
Broker
Non-Vote
51,459,914
33,445,835
517,856
2,225,367
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 thereunto duly authorized.
