Registrant’s telephone number, including area code: (i978) i256-1300
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 (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))
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. ☐
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
iMRCY
iNasdaq
Global Select Market
1
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Company’s Annual Meeting of Shareholders held on October 26, 2022 (the “Annual Meeting”), William L. Ballhaus, Lisa
S. Disbrow, and Howard L. Lance were elected as Class I Directors for a three-year term ending in 2025.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for the Annual Meeting are as follows:
1. To elect three Class I directors nominated by the Board of Directors, each to serve for a three-year term, and in each case until their successors have been duly elected and qualified:
Class I Directors:
Director
Nominee
For
Withheld
Non-Votes
Uncast
William L. Ballhaus
50,827,294
476,290
1,840,328
0
Lisa S. Disbrow
41,385,448
9,918,136
1,840,328
0
Howard
L. Lance
50,022,805
1,280,779
1,840,328
0
2. To approve, on an advisory basis, the compensation of the Company’s named executive officers:
For:
9,724,223
Against:
39,364,909
Abstain:
2,214,452
Non-Votes:
1,840,328
Uncast
0
3. To
approve the Company’s amended and restated 2018 Stock Incentive Plan:
For:
46,442,494
Against:
4,842,675
Abstain:
18,415
Non-Votes:
1,840,328
Uncast
0
4. To
ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2023:
For:
52,913,256
Against:
208,986
Abstain:
21,670
Broker Non-Votes:
0
Uncast
0
2
5. To
consider and act upon any other business that may properly come before the meeting or any adjournment or postponement of the meeting:
For:
2,255,360
Against:
48,986,666
Abstain:
61,558
Non-Votes:
1,840,328
Uncast
0
Item
8.01 Other Events.
Following the Annual Meeting, the Company’s Board of Directors held a meeting at which it elected William K. O’Brien 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 thereunto duly authorized.