Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)-(b) On August 23, 2013, Advanced Photonix, Inc. (the Company) held its 2013 Annual Meeting of Stockholders (the 2013 Annual Meeting), where the Company's stockholders voted on the following six proposals:
1. Election the six directors nominated by the Board of Directors (the Board) to hold office until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified (Proposal 1);
2. Approval (on an advisory basis) of the compensation of the Company's Named Executive Officers, as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and the accompanying narrative disclosure (Proposal 2);
3. Approval (on an advisory basis) of the frequency of future advisory votes on the compensation of the Company's Named Executive Officers (Proposal 3);
4. Adoption of the Company's 2013 Equity Incentive Plan (Proposal 4);
5. Ratification of the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014 (Proposal 5); and
6. A stockholder proposal to amend the Company's By-laws to allow stockholders to nominate director candidates for inclusion in the Company's proxy materials, if properly presented at the 2013 Annual Meeting (Proposal 6).
The votes cast with respect to each item of business properly presented at the meeting were as follows:
Proposal 1 - Election of Directors. Each of the following six director nominees were elected by a plurality of votes cast as directors for terms expiring at the Company's next Annual Meeting of Stockholders, or until his or her successor has been duly elected and qualified: Richard D. Kurtz, Robin F. Risser, Lance Brewer, M. Scott Farese, Donald Pastor and Stephen Soltwedel.
The voting results from the 2013 Annual Meeting are provided below:1
Name For Withheld Abstain Broker Non-Votes Richard D. Kurtz 8,279,582 7,601,145 N/A 12,281,996 Robin F. Risser 13,340,946 2,539,781 N/A 12,281,996 Lance Brewer 7,813,361 8,067,366 N/A 12,281,996 M. Scott Farese 7,569,123 8,311,604 N/A 12,281,996 Donald Pastor 8,677,978 7,202,749 N/A 12,281,996 |
1 As provided by the Company's By-Laws, the directors were elected by the vote of a plurality of the votes cast. Therefore, abstentions and broker non-votes were required to be disregarded and had no effect on the vote results.
Proposal 2 - Advisory Vote on Executive Compensation. The stockholders approved (on an advisory basis) the compensation of the Company's Named Executive Officers, as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and the accompanying narrative disclosure.2
For Against Abstain Broker Non-Votes 8,498,426 6,979,993 402,308 12,281,996
Proposal 3 - Advisory Vote on Frequency of Advisory Vote on Executive Compensation. The stockholders approved (on an advisory basis) a frequency of 1 Year for future advisory votes on the compensation of the Company's Named Executive Officers.3
6,814,555 1,576,372 5,820,542 1,669,258 12,281,996 Proposal 4 - Adoption of the Company's 2013 Equity Incentive Plan. The stockholders did not adopt the Company's 2013 Equity Incentive Plan.2
For Against Abstain Broker Non-Votes 4,345,026 11,483,668 52,033 12,281,996
Proposal 5 Ratification of the Appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014. The stockholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014.2
For Against Abstain Broker Non-Votes 17,119,547 10,556,564 486,612 N/A
Proposal 6 - Proxy Access By-law Proposal: The stockholders rejected the stockholder proposal requesting that the Board amend the Company's By-laws to allow stockholders to nominate director candidates for inclusion in the Company's proxy materials.4
For Against Abstain Broker Non-Votes 11,970,378 3,538,820 371,529 12,281,996
2 Approval of each proposal with this footnote designation required the affirmative vote of a majority of the shares present, in person or by proxy, and entitled to vote on the proposal at the 2013 Annual Meeting. Therefore, abstentions, which represented shares present and entitled to vote, had the same effect as a vote against the proposal. Broker non-votes, if any, were required to be disregarded and had no effect on the vote results.
3 The Company's stockholders were asked to express a preference as to whether future advisory votes on executive compensation should be held every year, every two years or every three years, and therefore abstentions and broker non-votes were not counted as they did not reflect a preference. If none of the frequency alternatives (one year, two years or three years) received a majority vote, we considered the frequency that received the highest number of votes by stockholders to be the frequency that had been selected by stockholders.
4 Approval of this proposal required the affirmative vote of a majority of the shares outstanding and entitled to vote on this proposal at the 2013 Annual Meeting. Shares represented by abstentions or broker non-votes on this proposal had the effect of a vote against the matter.
Item 5.07. Submission of Matters to a Vote of Security Holders.
In light of these results, the Board determined at a meeting held on August 23, 2013, that the Company will hold an advisory vote on executive compensation every year until the next required stockholder advisory vote on this matter, which, in accordance with applicable law, will occur no later than the Company's Annual Meeting of Stockholders in 2019, unless the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders of the Company.
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