Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on October 19, 2022. Proxies for the Annual Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. There were 6,691,445 Class A shares, with each Class A share entitling the record holder thereof to one vote per share and 600,836 Class B shares, with each Class B share entitling the record holder thereof to 10 votes per share, for a combined total of 7,292,281 Class A and Class B shares entitled to vote at the Annual Meeting. A total of 5,227,634 Class A shares and 4,164,198 Class B shares, for a combined total of 9,391,832 Class A and Class B shares represented at the Annual Meeting in person or by proxy, after giving effect to the respective voting power of the Class A shares and Class B shares described in the previous sentence. The final votes on the proposals presented at the meeting were as follows:
Proposal No. 1 - Election of Directors
Charles J. Alpuche was elected as a director by the Class A shareholders to hold office until the 2025 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:
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Nominee | For | Withheld | Broker Non-Vote |
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Charles J. Alpuche | 4,006,970 | 84,347 | 1,136,317 |
Scott W. Sproule was elected as a director by the Class A and Class B shareholders to hold office until the 2025 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until his death, resignation, or removal, by the following vote:
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Nominee | For | Withheld | Broker Non-Vote |
Scott W. Sproule | 5,620,451 | 2,635,064 | 1,136,317 |
Proposal No. 2 – Approval of The L.S. Starrett Company 2022 Employees’ Stock Purchase Plan
The Company’s Class A and Class B shareholders voted to approve The L.S. Starrett 2022 Employees’ Stock Purchase Plan, by the following vote:
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For | Against | Abstain | Broker Non-Vote |
8,043,736 | 119,187 | 92,592 | 1,136,317 |
Proposal No. 3 - Ratification of Selection of Independent Registered Public Accounting Firm
The Company’s Class A and Class B shareholders ratified the selection by the Audit Committee of the Board of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023, by the following vote:
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For | Against | Abstain |
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9,253,986 | 94,390 | 43,456 |