Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 12, 2020, the Company held its annual meeting of stockholders (the
"Annual Meeting"). At the Annual Meeting, the stockholders voted on: (1) the
election of directors; (2) an advisory non-binding resolution regarding the
compensation of the Company's named executive officers; and (3) the ratification
of the appointment of Deloitte & Touche LLP as the Company's independent
registered public accounting firm for the fiscal year ending January 30, 2021.
First Coast Results, Inc., the independent inspector of the elections (the
"Inspector") for the Annual Meeting, delivered its final vote tabulation on June
17, 2020 that certified the voting results for each of the matters that were
submitted to a vote at the Annual Meeting. According to the Inspector's final
tabulation of voting, stockholders representing 42,886,817 shares, or 66.4% of
the Company's common stock outstanding as of the record date for the Annual
Meeting, were present in person or were represented by proxy at the Annual
Meeting.
Proposal 1: Election of Directors
The Board nominated Jerome L. Davis, Lizabeth Dunn, Raul J. Fernandez, Reginald
Fils-Aimé, Thomas N. Kelly Jr., William Simon, George E. Sherman, James
Symancyk, Carrie W. Teffner and Kathy P. Vrabeck for election as directors.
Hestia Capital Partners, LP, Permit Capital Enterprise Fund, L.P. and their
affiliates nominated Paul J. Evans and Kurtis J. Wolf to replace Jerome L. Davis
and Thomas N. Kelly Jr. in the slate of director nominations. Accordingly, there
were 12 nominees standing for election at the 2020 Annual Meeting for 10
director positions.
Under the plurality voting standard, which applies in a contested election, the
10 nominees who received the most "FOR" votes were elected as directors. Based
on the final voting results, the Company's stockholders elected as directors
Lizabeth Dunn, Paul J. Evans, Raul J. Fernandez, Reginald Fils-Aimé, George E.
Sherman, William Simon, James Symancyk, Carrie W. Teffner, Kathy P. Vrabeck and
Kurtis J. Wolf. Each has been elected to serve until the 2021 annual meeting and
until his or her successor is elected and qualified. The final voting results
for the election of directors, as provided by the Inspector, is set forth below.
Nominee Votes For Abstentions
Jerome L. Davis 14,155,899 1,460,654
Lizabeth Dunn 39,970,176 1,446,839
Paul J. Evans 25,783,679 55,526
Raul J. Fernandez 39,959,686 1,457,329
Reginald Fils-Aimé 40,019,511 1,397,504
Thomas N. Kelly Jr. 14,200,937 1,415,616
George E. Sherman 39,998,822 1,418,193
William Simon 39,986,400 1,430,615
James Symancyk 40,007,229 1,409,786
Carrie W. Teffner 40,016,260 1,400,755
Kathy P. Vrabeck 39,990,086 1,426,929
Kurtis J. Wolf 25,224,634 614,571
Proposal 2: Advisory Non-binding Vote on Executive Compensation
Based on the final voting results, the Company's stockholders approved, on an
advisory, non-binding basis, the compensation of the named executive officers of
the Company, by the vote indicated below:
Votes For Votes Against Abstentions
19,197,150 19,061,403 3,197,195
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Proposal 3: Ratification of the Appointment of the Independent Registered Public
Accounting Firm
Based on the final voting results, the Company's stockholders approved the
ratification of the Audit Committee's appointment of Deloitte & Touche LLP as
the Company's independent registered public accounting firm for the Company's
fiscal year ending January 30, 2021, by the vote indicated below:
Votes For Votes Against Abstentions
38,870,716 613,708 3,402,393
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