Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Live Oak Bancshares, Inc. (the “Company”) was held on May 16, 2023. On March 10, 2023, the record date for the Annual Meeting, 44,240,800 shares of the Company’s voting common stock were issued and outstanding, of which 41,173,463 were present for purposes of establishing a quorum.
(b) Shareholders voted on the following matters at the Annual Meeting:
(1) Shareholders elected Tonya W. Bradford, William H. Cameron, Casey S. Crawford, Diane B. Glossman, Glen F. Hoffsis, David G. Lucht, James S. Mahan III, Miltom E. Petty, Neil L. Underwood, Yousef A. Valine, and William L. Williams III to the Board of Directors for terms of one year;
(2) Shareholders approved an amendment of the Company’s Amended and Restated 2015 Omnibus Stock Incentive Plan to increase the number of shares of voting common stock issuable under such plan;
(3) Shareholders approved a non-binding, advisory proposal to approve compensation paid to the Company’s named executive officers;
(4) Shareholders ratified FORVIS, LLP as the Company’s independent auditors for 2023.
Set forth below are the number of votes cast for or against each such matter as well as the number of abstentions and broker non-votes with respect to such matter.
| | | | | | | | | | | | | | |
Item | For | Against | Withheld/Abstain | Broker Non-Votes |
Election of Directors | | | | |
| | | | |
Tonya W. Bradford | 29,632,299 | __ | 5,934,276 | 5,606,888 |
William H. Cameron | 28,546,467 | __ | 7,020,108 | 5,606,888 |
Casey S. Crawford | 35,522,787 | __ | 43,788 | 5,606,888 |
Diane B. Glossman | 26,501,612 | __ | 9,064,963 | 5,606,888 |
Glen F. Hoffsis | 30,405,740 | __ | 5,160,835 | 5,606,888 |
David G. Lucht | 33,834,849 | __ | 1,731,726 | 5,606,888 |
James S. Mahan III | 35,203,720 | __ | 362,855 | 5,606,888 |
Miltom E. Petty | 23,146,708 | __ | 12,419,867 | 5,606,888 |
Neil L. Underwood | 35,268,570 | __ | 298,005 | 5,606,888 |
Yousef A. Valine | 35,501,783 | __ | 64,792 | 5,606,888 |
William L. Williams III | 35,269,337 | __ | 297,238 | 5,606,888 |
| | | | |
Amendment of the Company’s 2015 Amended and Restated Omnibus Stock Incentive Plan | 27,323,928 | 8,143,849 | 98,798 | 5,606,888 |
| | | | |
Advisory proposal to approve compensation paid to the Company’s named executive officers | 30,410,669 | 5,014,188 | 141,718 | 5,606,888 |
| | | | |
Ratification of the Selection of FORVIS, LLP as Independent Auditors of the Company for 2023 | 40,666,163 | 466,066 | 41,234 | __ |
(c) Not applicable.
(d) Not applicable.