Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2020, the Company held its 2020 Annual Meeting of Shareholders (the "Annual Meeting"). Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. A total of 75,310,188 shares were represented at the Annual Meeting. The following matters were submitted to a vote of the shareholders.



I. Elect three directors nominated by the Board of Directors for a one-year
term:

NOMINEES

Steven T. Stull
FOR: 68,790,046
AGAINST: 2,725,827
ABSTAIN: 25,608
BROKER NON-VOTES: 3,768,707

Michael Buckman
FOR: 71,267,031
AGAINST: 247,574
ABSTAIN: 26,876
BROKER NON-VOTES: 3,768,707

Thomas M. Hagerty
FOR: 53,401,106
AGAINST: 18,114,501
ABSTAIN: 25,874
BROKER NON-VOTES: 3,768,707

II. Ratify the reappointment of Ernst & Young LLP as the Company's independent public accounting firm for 2020:



FOR: 74,417,142
AGAINST: 842,566
ABSTAIN: 50,480
BROKER NON-VOTES: 0

III. Advisory vote to approve named executive officer compensation:



FOR: 68,999,254
AGAINST: 2,481,392
ABSTAIN: 60,835
BROKER NON-VOTES: 3,768,707

IV. Shareholder proposal for a shareholder right to call special shareholder meetings:



FOR: 56,417,132
AGAINST: 15,093,252
ABSTAIN: 31,097
BROKER NON-VOTES: 3,768,707

V. Shareholder proposal requiring that financial performance metrics in incentive awards be adjusted to exclude the impact of share repurchases:



FOR: 18,687,967
AGAINST: 50,731,743
ABSTAIN: 2,121,771
BROKER NON-VOTES: 3,768,707


--------------------------------------------------------------------------------

© Edgar Online, source Glimpses