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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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(c) On February 6, 2024, the Board of Directors of the Company approved the appointment of Pat Roche as President of the Company, in addition to his current position of Chief Executive Officer, to be effective on February 6, 2024.

A description of Mr. Roche’s business experience and background have been previously reported in Item 5.02(c) of the November 16, 2022 Form 8-K and such information is incorporated herein by reference.

(a) The Company’s Annual Meeting of Shareholders was held on February 6, 2024 (the "2024 Annual Meeting").

(b) The following matters were submitted to a vote of security holders at the 2024 Annual Meeting. In accordance with the Company’s Restated Certificate of Incorporation, on matters relating to the election of directors the holders of Class A shares and the holders of Class B shares each vote as a separate class. Each Class A share is entitled to one-tenth vote per share and each Class B share is entitled to one vote per share. The final results reported below reflect such vote.

(i) The nominees to the Board of Directors were elected based on the following votes:

The terms of the following directors continued after the 2024 Annual Meeting:

(ii) The Company’s Class A shareholders and Class B shareholders, voting together as a single class in a non-binding advisory vote, approved the compensation of the Company's named executive officers based on the following votes:

(iii) The Company’s Class A shareholders and Class B shareholders, voted together as a single class in a non-binding advisory vote on the frequency of the shareholder advisory vote on executive compensation. The advisory vote was as follows:

(iv) The Company’s Class A shareholders and Class B shareholders, voting together as a single class, ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year based on the following votes:

(d) At the 2024 Annual Meeting, our shareholders cast the greatest number of advisory votes in favor of “three years” as the frequency of future advisory votes on the compensation of the Company’s named executive officers. In light of this advisory vote, which was consistent with the recommendation of the Board of Directors on the matter, the Company has decided to include an advisory vote on the compensation of its named executive officers in its proxy materials every three years until the next required vote on the frequency of such advisory vote. The next such required vote is at the Company’s 2030 Annual Meeting.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.