Item 5.07 - Submission of Matters to a Vote of Security Holders.
(1) The shareholders elected
elected to
number against, the number abstaining, and the number of broker non-votes,
with respect to each of these persons, were as follows: Name Votes For Votes Against Abstain Broker Non-Votes
Robert J. Alpern, M.D. 1,300,233,845 40,999,800 2,550,022 179,678,846 Claire Babineaux-Fontenot 1,332,221,117 9,143,433 2,419,117 179,678,846 Sally E. Blount, Ph.D. 1,313,562,636 27,670,360
2,550,671 179,678,846 Robert B. Ford 1,237,921,513 98,282,136 7,580,018 179,678,846 Paola Gonzalez 1,328,031,021 13,237,327 2,515,319 179,678,846 Michelle A. Kumbier 1,317,451,283 23,688,351 2,644,033 179,678,846 Darren W. McDew 1,325,003,048 16,239,864 2,540,755 179,678,846 Nancy McKinstry 1,011,927,390 329,238,357 2,617,920 179,678,846 Michael G. O'Grady 1,334,239,902 7,000,568 2,543,197 179,678,846 Michael F. Roman 1,315,610,421 252,575,883 2,597,363 179,678,846 Daniel J. Starks 1,301,202,274 40,033,804 2,547,589 179,678,846 John G. Stratton 967,449,428 373,674,636 2,659,603 179,678,846
(2) The shareholders ratified the appointment of
auditors. The number of shares cast in favor of the ratification of Ernst &
Young LLP , the number against, the number abstaining, and the number of broker non-votes were as follows: For Against Abstain Broker Non-Votes 1,505,489,277 13,849,792 4,123,444 0
(3) The shareholders approved the compensation of
officers listed in the proxy statement for the Annual Meeting, with 90.01
percent of the votes cast voting "For" the proposal. The shareholder vote is
advisory and non-binding. The number of shares cast in favor of approval, the
number against, the number abstaining, and the number of broker non-votes
were as follows: For Against Abstain Broker Non-Votes 1,209,481,630 126,986,023 7,316,014 179,678,846
(4) The shareholders voted to approve
that
compensation awarded to its named executive officers annually, with 97.86
percent of the votes cast voting "1 Year" for the proposal. The shareholder
vote is advisory and non-binding. The number of shares cast in favor of
holding the vote annually, every two years or every three years, the number
abstaining, and the number of broker non-votes were as follows:: Annual Every Two Years Every Three Years
Abstain Broker Non-Votes
1,315,122,068 2,786,024 20,535,518 5,340,057 179,678,846
(5) The shareholders rejected a shareholder proposal to lower the ownership
threshold for calling special meetings of shareholders, with 4.26 percent of
the votes cast voting "For" the proposal. The number of shares cast in favor
of the shareholder proposal, the number against, the number abstaining, and
the number of broker non-votes were as follows: For Against Abstain Broker Non-Votes 57,301,192 1,263,777,321 22,705,154 179,678,846
(6) The shareholders rejected a shareholder proposal requesting that
Board of Directors adopt a policy that the Board Chairman be an independent
director, with 30.46 percent of the votes cast voting "For" the proposal. The
number of shares cast in favor of the shareholder proposal, the number
against, the number abstaining, and the number of broker non-votes were as follows: For Against Abstain Broker Non-Votes 409,310,217 929,751,192 4,722,258 179,678,846
(7) The shareholders rejected a shareholder proposal that
Directors prepare a report, to be updated annually, disclosing
lobbying policies, procedures, and expenditures, with 22.97 percent of the
votes cast voting "For" the proposal. The number of shares cast in favor of
the shareholder proposal, the number against, the number abstaining, and the
number of broker non-votes were as follows:
For Against Abstain Broker Non-Votes 308,723,008 1,021,514,862 13,545,797 179,678,846
(8) The shareholders rejected a shareholder proposal that
Directors adopt a policy that no financial performance metric shall be
adjusted to exclude legal or compliance costs when evaluating performance for
the purpose of senior executive compensation, with 14.44 percent of the votes
cast voting "For" the proposal. The number of shares cast in favor of the
shareholder proposal, the number against, the number abstaining, and the
number of broker non-votes were as follows: For Against Abstain Broker Non-Votes 194,062,534 1,143,000,240 6,720,893 179,678,846
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