Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 8, 2021, National Vision Holdings, Inc. ('National Vision' or the 'Company') held its 2021 annual meeting of stockholders (the 'Annual Meeting'). As discussed under Item 5.07 of this Current Report on Form 8-K, the stockholders of the Company approved amendments to the Company's Second Amended and Restated Certificate of Incorporation (the 'Charter') to (1) eliminate the classified structure of the Board of Directors of the Company (the 'Board'), and (2) eliminate supermajority voting requirements and other obsolete provisions set forth therein (collectively, the 'Charter Amendments'). The full text of the Amendments were set forth in the Company's definitive proxy statement on Schedule 14A filed on April 30, 2021 with the Securities and Exchange Commission (the '2021 Proxy Statement').
In connection with the foregoing, and as described in the 2021 Proxy Statement, the Board also approved corresponding amendments (the 'Bylaw Amendments') to the Company's Second Amended and Restated Bylaws (the 'Bylaws').
The Board approved the amendment and restatement of the Charter and the Bylaws to give effect to the Charter Amendments and the Bylaw Amendments. The full text of the amended and restated Charter and Bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by this reference. The Charter Amendments became effective upon the Company's filing of a Certificate of Amendment to the Charter with the Delaware Secretary of State on June 8, 2021 and the amended and restated Bylaws were effective thereafter. The amended and restated Charter became effective upon the filing thereof with the Secretary of State of the State of Delaware.
Submission of Matters to a Vote of Security Holders
The matters submitted to stockholders at the Annual Meeting and the voting results are as follows:
Proposal 1: Election of Directors
Stockholders elected three Class I director nominees to hold office for terms expiring at the 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified.
|
Nominee
|
For
|
Withheld
|
Broker Non-Votes
|
L. Reade Fahs
|
77,563,072
|
289,396
|
837,467
|
Susan Somersille Johnson
|
76,057,789
|
1,794,679
|
837,467
|
Naomi Kelman
|
77,562,023
|
290,445
|
837,467
|
Proposal 2: Amendment to Eliminate the Classified Structure of the Board of Directors
Stockholders approved the management proposal to amend the Company's certificate of incorporation to eliminate the classified structure of the Board of Directors of the Company.
|
For
|
Against
|
Abstained
|
Broker Non-Votes
|
77,838,501
|
3,515
|
10,452
|
837,467
|
Proposal 3: Amendment to Eliminate Supermajority Voting Standards and Other Obsolete Provisions
Stockholders approved the management proposal to amend the Company's certificate of incorporation to eliminate the supermajority voting standards and other obsolete provisions.
|
For
|
Against
|
Abstained
|
Broker Non-Votes
|
77,838,344
|
3,535
|
10,589
|
837,467
|
Proposal 4: Advisory Vote on Executive Compensation
Stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers.
|
For
|
Against
|
Abstained
|
Broker Non-Votes
|
75,824,785
|
1,900,176
|
127,507
|
837,467
|
Proposal 5: Ratification of the Appointment of the Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2021.
|
For
|
Against
|
Abstained
|
Broker Non-Votes
|
78,447,227
|
227,999
|
14,709
|
0
|
Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index immediately preceding the signature page hereto, which is incorporated herein by reference.
EXHIBIT INDEX
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Exhibit No.
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Description
|
|
Third Amended and Restated Certificate of Incorporation of National Vision Holdings, Inc.
|
|
Third Amended and Restated Bylaws of National Vision Holdings, Inc.
|