Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on May 7, 2026. Set forth below are the proposals voted upon at the Annual Meeting and the final voting results.
As of the record date of the Annual Meeting, there were 20,801,338 common shares outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. At the Annual Meeting, 19,542,978 common shares, or approximately 94% of the outstanding common shares entitled to vote, were represented in person or by proxy. Those common shares were voted as follows:
(1) Election of Directors.
The following individuals were nominated in 2026 to serve as directors until 2027. All nominees were elected. The results were as follows:
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Director
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For
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Withhold
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Broker Non-Votes
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Vinod M. Khilnani
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17,151,837
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1,536,956
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854,185
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Emily M. Liggett
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18,137,069
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551,724
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854,185
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Robert J. Phillippy
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18,102,104
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586,689
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854,185
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Patrick Prevost
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18,115,393
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573,400
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854,185
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Thomas T. Edman
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18,480,630
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208,163
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854,185
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Craig S. Shular
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17,771,193
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917,600
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854,185
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Darlene J. S. Solomon
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17,993,111
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695,682
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854,185
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Robert B. Toth
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17,934,701
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754,092
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854,185
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Jugal K. Vijayvargiya
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18,298,489
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390,304
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854,185
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(2) Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the year 2026.
The proposal was ratified based on the following vote:
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For
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18,947,675
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Against
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590,316
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Abstentions
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4,987
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(3) Approval, on an advisory basis, of the compensation of the Company's named executive officers.
The Company's shareholders approved, on an advisory, non-binding basis the compensation of the Company's named executive officers.
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For
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17,844,749
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Against
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826,703
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Abstentions
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17,341
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Broker Non-Votes
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854,185
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(4) Approval of an amendment to Amended & Restated Articles of Incorporation.
The Company's shareholders approved the amendment to the Company's Amended & Restated Articles of Incorporation to reduce the minimum and maximum size of the Board of Directors.
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For
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19,393,987
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Against
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124,915
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Abstentions
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24,076
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Broker Non-Votes
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0
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