(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
Shares, par value $0.01
iPHM
iNew York Stock Exchange
iSeries
A Junior Participating Preferred Share Purchase Rights
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
The Company held its Annual Meeting of Shareholders (“Annual
Meeting”) on May 12, 2021. A total of 226,013,784 common shares were present or represented by proxy at the meeting. The Company’s shareholders voted on three proposals and cast their votes as follows:
Proposal 1 - Election of Directors
All eleven of the nominees for directors were elected to serve for a term which expires at our 2022 Annual Meeting of Shareholders by the votes set forth below.
Director
Nominee
Voted For
Against
Abstain
Broker Non-Votes
Brian P. Anderson
189,717,879
14,535,002
698,230
21,062,673
Bryce
Blair
182,839,150
21,462,989
648,972
21,062,673
Richard W. Dreiling
169,190,228
32,057,105
3,703,778
21,062,673
Thomas
J. Folliard
196,199,340
8,102,310
649,461
21,062,673
Cheryl W. Grisé
194,475,564
9,831,313
644,234
21,062,673
André
J. Hawaux
201,561,613
2,689,545
699,953
21,062,673
J. Phillip Holloman
203,305,745
1,393,892
251,474
21,062,673
Ryan
R. Marshall
202,832,116
1,471,308
647,687
21,062,673
John R. Peshkin
201,915,956
2,335,827
699,328
21,062,673
Scott
F. Powers
195,434,983
8,867,746
648,382
21,062,673
Lila Snyder
203,637,463
664,354
649,294
21,062,673
Proposal
2 - Ratification of the Selection of Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021 was ratified by the shareholders by the votes set forth below.
Voted For
Voted Against
Abstain
211,096,021
13,806,233
1,111,530
Proposal
3 - Advisory Vote on Executive Compensation
The shareholders approved, on an advisory basis, the compensation of our named executive officers by the votes set forth below.
Voted For
Voted Against
Abstain
Broker
Non-Votes
188,948,490
15,745,111
257,510
21,062,673
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.