Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On
The Company adopted and established the 2014 Plan effective as of
The 2014 Plan, as amended and restated, authorizes a variety of types of equity-based awards to key employees (including the principal executive officer, the principal financial officer and other named executive officers) and non-employee directors of the Company, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units.
The foregoing description of the amendment and restatement of the 2014 Plan does
not purport to be complete and is qualified in its entirety by reference to the
full text of the 2014 Plan, as amended and restated, a copy of which is filed as
Exhibit 10.1 hereto and incorporated herein by reference. For a more complete
description of the amendment and restatement of the 2014 Plan, please refer to
the discussion under "Proposal 4" in the Company's definitive proxy statement on
Schedule 14A filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting was held on
(b) At the Annual Meeting, the stockholders elected all eight of the directors
nominated by the Board to serve for a term of one year or until their successors
are duly elected and qualified. Each director received a greater number of votes
cast "for" his or her election than votes "withheld" from his or her election as
reflected below. The stockholders also ratified the appointment of
1. Election of directors: Director Votes For Votes Withheld Broker Non-Votes Lloyd J. Austin III 231,994,343 3,945,104 32,585,232 Patrick J. Dempsey 232,106,767 3,832,680 32,585,232 Christopher J. Kearney 222,143,051 13,796,396 32,585,232 Laurette T. Koellner 215,036,310 20,903,137 32,585,232 Joseph D. Rupp 218,189,664 17,749,783 32,585,232 Leon J. Topalian 234,259,109 1,680,338 32,585,232 John H. Walker 228,178,060 7,761,387 32,585,232 Nadja Y. West 233,879,607 2,059,840 32,585,232 1
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2. Ratification of the appointment ofPricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for the year endingDecember 31, 2020 : Votes For Votes Against Abstentions 259,910,238 8,340,813 273,628
3. Advisory vote on named executive officer compensation:
Votes For Votes Against Abstentions Broker Non-Votes 150,305,827 84,638,572 995,048 32,585,232
4. Approval of the amendment and restatement of the 2014 Plan:
Votes For Votes Against Abstentions Broker Non-Votes 226,319,403 8,629,317 990,727 32,585,232
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 10.1 2014 Omnibus Incentive Compensation Plan, as amended and restated effectiveFebruary 17, 2020 (#) 104 Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL (included in Exhibit 101)
(#) Indicates a management contract or compensatory plan or arrangement.
2
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