Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In its Form 8-K filed with the Securities and Exchange Commission on April 11, 2022, Nuvera Communications, Inc. (“Nuvera or the “Company”) disclosed that on April 11, 2022, the Company had issued 50,926 Non-Qualified Stock Options (“NQSOs”) as awards to Mr. Glenn Zerbe, Company Chief Executive Officer, under the 2017 Omnibus Stock Plan (“2017 Plan”).
After subsequent review, the Company determined that the number of NQSOs issued to Mr. Zerbe exceeded the permissible 50,000 annual share limit for “Stock Incentive” under the 2017 Plan.
On May 19, 2022, the Company adjusted the number of NQSOs awarded to Mr. Zerbe to 50,000 NQSOs per the 2017 Plan and awarded a cash bonus to Mr. Zerbe of $3,000. All other terms of the April 11, 2022 award to Mr. Zerbe remained unchanged.
Item 5.07 – Submission of Matters to a Vote of Security Holders
Nuvera’s Annual Meeting of Shareholders was held on May 26, 2022 virtually via live webcast at www.virtualshareholdermeeting.com/NUVR2022. Proxies representing 3,343,917 shares, or 66.02% of the 5,064,760 outstanding shares entitled to vote were present at the Annual Meeting, which constituted a quorum. The shareholder voting results for the election of two directors, and the four other matters submitted to shareholders are as follows:
Proposal 1. Two directors were elected to serve until the 2025 Annual Meeting and until the election and qualification of their respective successors, as follows:
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Nominees
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Votes For
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Votes Withheld
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|
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Broker Non-Votes
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|
|
|
|
|
|
|
|
|
|
|
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Perry L. Meyer
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2,367,837
|
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187,378
|
|
|
788,702
|
|
|
Bill D. Otis
|
|
2,331,583
|
|
223,632
|
|
|
788,702
|
|
Proposal 2. Shareholders ratified the appointment of Olsen, Thielen & Company, Ltd. as the Company’s independent registered public accounting firm for the 2022 fiscal year, as follows:
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Votes For
|
|
Votes Against
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|
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Abstentions
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|
|
|
|
|
|
|
|
|
|
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3,293,607
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|
8,028
|
|
|
42,282
|
Proposal 3. Shareholders approved an amendment to the Nuvera bylaws to eliminate the age restrictions for individuals to be elected to or appointed to serve on the Company’s Board of Directors, as follows:
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Votes For
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Votes Against
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|
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Abstentions
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|
Broker Non-Votes
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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1,961,455
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443,982
|
|
|
149,778
|
|
|
788,702
|
|
Proposal 4. Shareholders approved the Company’s executive compensation, as follows:
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Votes For
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|
Votes Against
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|
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Abstentions
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|
Broker Non-Votes
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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2,271,497
|
|
203,515
|
|
|
80,203
|
|
|
788,702
|
|
2
Proposal 5. Shareholders voted on the frequency of future shareholder advisory votes on executive compensation, as follows:
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1 Year
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2 Years
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|
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3 Years
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Abstentions
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|
|
|
|
|
|
|
|
|
|
|
|
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1,029,559
|
|
235,471
|
|
|
1,158,255
|
|
|
131,930
|
Due to the fact that a majority of the shareholders expressing a preference on Proposal 5 voted in favor of holding the advisory vote every three years, and that was the recommendation of the Nuvera’s Board of Directors (“Board), on May 26, 2022, the Board decided Nuvera will submit the shareholder advisory vote on executive compensation to its shareholders every three years.
In addition, the Board currently intends to seek a new shareholder advisory vote on the frequency of future shareholder advisory votes in three years or at the 2025 Annual Meeting of Shareholders.
The Company will file copy of its complete bylaws. as amended, including the amendment approved by the shareholders in Proposal 3, as an exhibit to its Form 10-Q for the quarter ended June 30, 2022.