Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 17, 2022, Altisource Portfolio Solutions S.A. (the “Company”) held its 2022 annual meeting of shareholders (the “Annual Meeting”) followed by an extraordinary meeting of shareholders (the “Extraordinary Meeting”). A quorum was present for each of the meetings.
The final results for each matter submitted to a vote of shareholders at the Annual Meeting were as follows:
(i)The following Directors were elected until the next annual meeting of shareholders or until their respective successors have been elected and qualified by the following vote:
| | | | | | | | | | | | | | |
Name | For | Against | Abstentions | Broker Non-Votes |
John G. Aldridge, Jr. | 5,927,745 | 10,818 | 21,122 | 7,918,089 |
Mary C. Hickok | 5,685,486 | 252,349 | 21,850 | 7,918,089 |
Joseph L. Morettini | 5,899,095 | 39,468 | 21,122 | 7,918,089 |
Roland Müller-Ineichen | 5,912,086 | 26,477 | 21,122 | 7,918,089 |
William B. Shepro | 5,928,149 | 10,412 | 21,124 | 7,918,089 |
(ii)The appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered certified public accounting firm for the year ending December 31, 2022 and the appointment of Atwell S.à r.l. as the Company’s certified auditor (Réviseur d’Entreprises) for the same period were approved by the following vote:
| | | | | | | | | | | |
For | Against | Abstentions | Broker Non-Votes |
13,871,045 | 3,846 | 2,883 | N/A |
(iii)The Company’s unconsolidated annual accounts prepared in accordance with accounting principles generally accepted in Luxembourg (the “Luxembourg Annual Accounts”) for the year ended December 31, 2021 and the Company’s consolidated financial statements prepared in accordance with International Financial Reporting Standards (the “Consolidated Accounts” and, together with the Luxembourg Annual Accounts, the “Luxembourg Statutory Accounts”) as of and for the year ended December 31, 2021 were approved by the following vote:
| | | | | | | | | | | |
For | Against | Abstentions | Broker Non-Votes |
5,951,909 | 6,161 | 1,615 | 7,918,089 |
(iv)The receipt and approval of the Directors’ reports for the Luxembourg Statutory Accounts for the year ended December 31, 2021 and the receipt of the report of the supervisory auditor (Commissaire aux Comptes) for the Luxembourg Annual Accounts for the same period were approved by the following vote:
| | | | | | | | | | | |
For | Against | Abstentions | Broker Non-Votes |
5,951,220 | 6,297 | 2,168 | 7,918,089 |
(v)The allocation of the results in the Luxembourg Annual Accounts for the year ended December 31, 2021 was approved by the following vote:
| | | | | | | | | | | |
For | Against | Abstentions | Broker Non-Votes |
5,948,645 | 5,237 | 5,803 | 7,918,089 |
(vi)The discharge of each of the Directors of the Company for the performance of their mandates for the year ended December 31, 2021 and the supervisory auditor (Commissaire aux Comptes) for the performance of her mandate for the same period was approved by the following vote:
| | | | | | | | | | | |
For | Against | Abstentions | Broker Non-Votes |
5,940,867 | 11,460 | 7,358 | 7,918,089 |
(vii)The compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement (“Say-on-Pay”) was approved on an advisory (non-binding) basis by the following vote, with 92.10% of the votes cast being cast in favor of the proposal:
| | | | | | | | | | | |
For | Against | Abstentions | Broker Non-Votes |
5,455,226 | 465,325 | 39,134 | 7,918,089 |
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The final results for each matter submitted to a vote of shareholders at the Extraordinary Meeting were as follows. The Company did not receive any broker non-votes with respect to any of the proposals presented.
(i)To (i) amend the Company's Articles of Incorporation to renew and extend the current authorization of the Board of Directors to issue shares of the Company’s common stock, within the limits of the Company’s authorized share capital of one hundred million dollars ($100,000,000) which includes the current authorization, in connection with any such issuance, to limit or cancel the preferential subscription rights of shareholders, each for a period of five (5) years, and (ii) receive the report issued by the Board of Directors pursuant to article 420-26 (5) of the Luxembourg Law of 10 August 1915 on commercial companies, as amended (the “Luxembourg Company Law”)
| | | | | | | | |
For | Against | Abstentions |
7,606,572 | 894,003 | 18,678 |
(ii)To amend the relevant provisions of the Company's Articles of Incorporation to effectuate recent changes in the Luxembourg Company Law, in particular further to the Luxembourg regulation dated 5 December 2017 coordinating such act, and make certain other administrative changes as set forth in the proposed amended provisions of the Articles of Incorporation
| | | | | | | | |
For | Against | Abstentions |
8,498,604 | 9,789 | 10,860 |
Each of the foregoing proposals for the Annual Meeting and for the Extraordinary Meeting is more fully described in the joint proxy statement filed by the Company with the Securities and Exchange Commission on April 4, 2022.