Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2021, the Company held its 2021 Annual Meeting of Stockholders (the "Annual Meeting") via a live audio webcast. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2021 (the “Proxy Statement”). There were 75,035,648 shares of the Company’s common stock outstanding on April 5, 2021, the record date for the Annual Meeting. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter, and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Each of the four nominees for director was elected to serve until the Company’s 2022 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified. The voting results were as follows:
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Director Name
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Votes For
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Votes Withheld
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Abstentions
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Broker Non-Votes
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Percentage of Votes In Favor
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Robert Gibbs
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60,684,263
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408,861
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—
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6,800,610
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99.3%
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George Hu
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60,460,226
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632,898
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—
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6,800,610
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99.0%
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Jeremy Stoppelman
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60,963,519
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129,605
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—
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6,800,610
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99.8%
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Tony Wells
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60,872,307
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220,817
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—
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6,800,610
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99.6%
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The Company’s stockholders ratified the selection by the Audit Committee of the Board of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Percentage of Votes In Favor
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67,667,595
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207,966
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18,173
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—
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99.7%
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1 Adjusted EBITDA is a non-GAAP financial measure that the Company calculates as net income (loss), adjusted to exclude: provision for (benefit from) income taxes; other income, net; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items.
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, with approximately 62% of the votes affirmatively cast voted in favor of the proposal. The complete voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Percentage of Votes In Favor
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36,091,000
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22,435,043
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2,567,081
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6,800,610
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59.1%
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The Company's stockholders rejected the stockholder proposal to transition to a public benefit corporation. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Percentage of Votes In Favor
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7,209,300
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53,707,466
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176,358
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6,800,610
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11.8%
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Specific forward-looking statements include, without limitation, statements related to: the Company's financial position and operating trends, including the amount and timing of the impairment charges and the expected reductions in the Company's related expenses; the Company's financial results for the second quarter and full year 2021; and the Company's planned efforts to reduce expenses associated with its leased office space and the results thereof. Forward-looking statements involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from those predicted or implied by such forward-looking statements.
Factors that could cause or contribute to such differences include, among others, those factors that could affect the Company's business, operating results and stock price included under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021. Undue reliance should not be placed on the forward-looking statements in this report, which are based on information available to the Company as of the date hereof.