Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of the Company was held on March 15, 2023 (the "Annual Meeting"). A total of 268,236,519 shares of Common Stock, representing approximately 90% of the shares outstanding, were represented at the Annual Meeting. The voting results for each item of business presented at the Annual Meeting, as certified by the Company's independent inspector of elections, are set forth below:

Proposal No. 1 The election of four (4) directors for a term of three years. The individuals listed below received the affirmative vote of a majority of the votes cast by the shares present in person or represented by proxy and entitled to vote at the Annual Meeting and were each elected to serve a three-year term.



          Name               For       Against   Abstain Broker Non-Vote
Heidi K. Kunz             199,252,742 49,152,480 378,386   19,452,911
Susan H. Rataj           226,926,105  21,488,352 369,151   19,452,911

George A. Scangos, Ph.D. 212,737,808 35,656,600 389,200 19,452,911 Dow R. Wilson

            222,110,567  26,281,390 391,650   19,452,911

Directors Mala Anand, Hans E. Bishop, Otis W. Brawley, M.D., Mikael Dolsten, M.D., Ph.D., Koh Boon Hwee, Michael R. McMullen and Daniel K. Podolsky, M.D. continued in office following the Annual Meeting.

Proposal No. 2 The non-binding advisory vote to approve the compensation of the Company's named executive officers was approved as set forth below.



    For      Against   Abstain Broker Non-Vote
221,637,626 26,620,106 525,876   19,452,911

Proposal No. 3 The proposal to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2023 fiscal year was approved as set forth below.



    For      Against   Abstain Broker Non-Vote(1)
250,442,534 17,382,457 411,382        146

Proposal No. 4 The proposal regarding the approval of amendments to the Company's Certificate of Incorporation to permit stockholders holding not less than 20% of our voting stock continuously for at least 1 year to call a special meeting of stockholders was approved as set forth below.



    For     Against Abstain Broker Non-Vote
248,052,193 380,435 350,980   19,452,911

Proposal No. 5 The results of the non-binding advisory vote on the frequency of the stockholder advisory votes to approve the compensation of the Company's named executive officers was approved as set forth below.

1 Year 2 Years 3 Years Abstain Broker Non-Vote 244,419,390 127,458 1,580,592 360,133 21,748,946

(1) Pursuant to the rules of the New York Stock Exchange, this proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.


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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits

Exhibit No.      Description
        3.1     Second Amended and Restated Certificate of Incorporation
        104   Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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