Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of
Proposal 1. Election of Directors.
Name of Nominee For Against Abstain Broker Non-Votes Rani Borkar 641,625,411 2,278,993 875,180 87,375,529 Judy Bruner 617,265,731 26,629,021 884,832 87,375,529 Xun (Eric) Chen 640,588,645 3,341,808 849,131 87,375,529 Aart J. de Geus 634,049,276 9,830,515 899,793 87,375,529 Gary E. Dickerson 639,030,257 4,910,268 839,059 87,375,529 Thomas J. Iannotti 597,829,210 46,076,371 874,003 87,375,529 Alexander A. Karsner 614,121,121 29,738,895 919,568 87,375,529 Kevin P. March 641,730,187 2,136,874 912,523 87,375,529 Yvonne McGill 635,622,548 8,279,792 877,244 87,375,529 Scott A. McGregor 641,271,719 2,637,146 870,719 87,375,529
Each of the ten nominees was elected to serve as a director for a one-year term and until he or she is succeeded by another qualified director who has been elected, or, if earlier, until his or her death, resignation or removal.
Proposal 2. Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers for Fiscal Year 2022. Broker For Against Abstain Non-Votes 595,938,579 46,750,557 2,090,448 87,375,529
The compensation of the Company's named executive officers, as disclosed in the Company's Proxy Statement for the Annual Meeting, was approved on an advisory basis.
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Proposal 3. Approval, on an Advisory Basis, of the Frequency of Holding an Advisory Vote on Executive Compensation. One Year Two Years Three Years Abstain 635,872,904 807,056 7,142,735 956,889
The Company's shareholders indicated their preference, on an advisory basis, for the advisory vote on executive compensation to be held every year. The Company has determined that it will hold an advisory vote on executive compensation on an annual basis until the next required vote on the frequency of such advisory votes, or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interests of the Company's shareholders.
Proposal 4. Ratification of the Appointment ofKPMG LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2023. For Against Abstain 717,522,697 13,506,157 1,126,259
The appointment of
Proposal 5. Shareholder Proposal Regarding Special Shareholder Meeting. Broker For Against Abstain Non-Votes 324,058,307 319,236,286 1,484,991 87,375,529
The shareholder proposal requesting that the Board take steps to give the owners of 10% of the Company's outstanding common stock the power to call a special shareholder meeting was approved, and the Company's Board of Directors will take it under consideration.
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Proposal 6. Shareholder Proposal Regarding Executive Compensation Program and Policy. Broker For Against Abstain Non-Votes 62,097,687 576,813,728 5,868,169 87,375,529
The shareholder proposal to improve the executive compensation program and policy to include the CEO pay ratio factor was not approved.
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