Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on May 18, 2022. As
of March 21, 2022, the record date for the meeting, 597,538,403 shares of the
Company's Class A Common Stock were outstanding. A quorum of 544,658,520 shares
were present or represented at the meeting.
The stockholders (i) elected each of the Company's nominees for director, (ii)
ratified the selection of Deloitte & Touche LLP as independent accountants of
the Company, (iii) approved the advisory vote on compensation of named executive
officers, and (iv) voted against a stockholder proposal regarding proxy access.
Voting of shares for each item, all of which are described in the Company's
Proxy Statement filed with the Securities and Exchange Commission on April 11,
2022, is as follows:
1. ELECTION OF DIRECTORS
FOR the nominees:
NOMINEE FOR AGAINST ABSTAIN NON-VOTES
Nancy A. Altobello 528,350,330 1,010,120 168,368 15,129,702
Stanley L. Clark 496,281,296 33,058,158 189,364 15,129,702
David P. Falck 474,524,116 54,818,384 186,318 15,129,702
Edward G. Jepsen 504,524,738 24,818,670 185,410 15,129,702
Rita S. Lane 516,878,699 12,481,415 168,704 15,129,702
Robert A. Livingston 520,832,915 8,508,738 187,165 15,129,702
Martin H. Loeffler 510,236,710 19,075,917 216,191 15,129,702
R. Adam Norwitt 524,907,957 4,440,445 180,416 15,129,702
Anne Clarke Wolff 520,856,064 8,503,883 168,871 15,129,702
2. RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY
FOR 506,808,783 AGAINST 35,723,119
ABSTAIN 2,126,618 NON-VOTES 0
3. ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
FOR 463,709,461 AGAINST 65,496,740
ABSTAIN 322,617 NON-VOTES 15,129,702
4. ADVISORY VOTE ON STOCKHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETING
IMPROVEMENT
FOR 230,094,752 AGAINST 297,812,602
ABSTAIN 1,621,464 NON-VOTES 15,129,702
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Document Description
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
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