NOVATION COMPANIES, INC. (OTCMKTS:NOVCQ) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
On October 4, 2018, Novation Companies, Inc. (the “Company”) held its 2018 annual meeting of shareholders (the “Annual Meeting”) and submitted the following matters to a vote of its shareholders:
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1. |
the election of five directors to serve until the Company’s 2019 annual meeting of shareholders and until their successors are duly elected and qualify; |
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2. |
the approval of an amendment to the Company’s Articles of Amendment and Restatement to increase the number of authorized shares of the Company’s common stock to 780 million, to be filed with the State Department of Assessments and Taxation of the State of Maryland at the discretion of the Company’s Board of Directors at any time during the 12 months following the date of the Annual Meeting; |
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3. |
the approval of the continuation of the Company’s Rights Agreement designed to protect the tax benefits of the Company’s net operating loss carryforwards; |
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4. |
the approval of an amendment to the Company’s 2015 Incentive Stock Plan to increase the number of shares of the Company’s common stock authorized and reserved for issuance thereunder to 12 million; |
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5. |
the ratification of the selection of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; and |
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6. |
a non-binding advisory resolution to approve the compensation of the Company’s named executive officers. |
As of August 31, 2018, the record date of the Annual Meeting, 99,340,653 shares of the Company’s common stock were outstanding and eligible to vote.
Each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting was approved by the requisite vote of the Company’s shareholders. Set forth below is the number of votes for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable.
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For |
Withheld |
Broker Non-Votes |
|
|
Proposal 1 – Election of Directors |
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Howard M. Amster |
32,346,796 |
23,736,289 |
36,295,309 |
|
Howard Timothy Eriksen |
33,586,800 |
22,496,285 |
36,295,309 |
|
Barry A. Igdaloff |
32,136,731 |
23,946,354 |
36,295,309 |
|
Lee D. Keddie |
33,084,347 |
22,998,738 |
36,295,309 |
|
David W. Pointer |
33,299,757 |
22,783,328 |
36,295,309 |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
|
Proposal 2 –Authorized Shares Increase |
79,963,800 |
12,375,546 |
39,048 |
|
|
Proposal 3 –Continuation of Rights Agreement |
35,656,622 |
1,834,990 |
18,591,473 |
36,295,309 |
|
Proposal 4 –Amendment to 2015 Incentive Stock Plan |
34,144,629 |
2,839,228 |
19,099,228 |
36,295,309 |
|
Proposal 5 –Ratification of Appointment of Independent Registered Public Accounting Firm |
72,439,893 |
1,345,745 |
18,592,756 |
|
|
Proposal 6 –Advisory Vote on Executive Compensation |
34,820,278 |
2,179,168 |
19,083,639 |
36,295,309 |
About NOVATION COMPANIES, INC. (OTCMKTS:NOVCQ)
Novation Companies, Inc. is seeking to acquire operating businesses or make other investments. The Company has not identified any specific acquisition targets. The Company owned Corvisa LLC (Corvisa), a developer and seller of cloud-based communication software under the CorvisaOne brand, telecommunications services, and implementation consulting services. The Company’s subsidiaries include Novation Holdings, Inc., NovaStar CDO Holdings, Inc., NCIP Holdings, LLC and 2114 Central, LLC.
