Business Context and Reporting Period
This Form 8-K reports on the 2022 Annual Meeting of Stockholders for Lindblad Expeditions Holdings, Inc., held on June 2, 2022. The filing details the election of directors, advisory votes on executive compensation, and the ratification of the independent auditor.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
The filing discloses the following material outcomes from the Annual Meeting:
- Quorum: A total of 52,710,021 shares were represented, constituting a quorum out of 60,064,465 total votes entitled.
- Election of Directors: Stockholders elected four Class A directors (Bernard W. Aronson, Elliott Bisnow, Alexander P. Schultz, and Thomas S. Smith) to terms expiring in 2025.
- Executive Compensation: Stockholders approved the 2021 executive compensation advisory resolution.
- Auditor Ratification: Stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2022.
Director Election Vote Breakdown
| Director Name | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Bernard W. Aronson | 30,910,816 | 14,868,851 | 6,930,354 |
| Elliott Bisnow | 36,360,068 | 9,419,599 | 6,930,354 |
| Alexander P. Schultz | 44,672,660 | 1,107,007 | 6,930,354 |
| Thomas S. (Tad) Smith | 31,566,676 | 14,212,991 | 6,930,354 |
Advisory Compensation Vote Breakdown
| Vote Type | Count |
|---|---|
| For | 26,094,846 |
| Against | 18,918,049 |
| Abstain | 766,722 |
| Broker Non-Votes | 6,930,354 |
Guidance, Outlook, and Risks
The filing does not contain management commentary, financial guidance, outlook, or specific risk factors. It is limited to the reporting of the Annual Meeting results.
Key Facts for Investor Verification
- Verify the specific terms and compensation arrangements for the newly elected directors (Aronson, Bisnow, Schultz, Smith) in the company's Proxy Statement.
- Note the significant number of "Withheld" votes for Bernard W. Aronson and Thomas S. Smith, which exceeded 30% of the votes cast for those specific candidates.
- Confirm the "Against" vote count for the executive compensation proposal (18.9 million), representing a notable dissenting block of shareholders.
- Review the full Proxy Statement for details on the 2021 executive compensation package that was approved.