Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders (i) elected all nine director nominees, whose names appear below, to serve until the Company's 2022 Annual Meeting of Stockholders, (ii) approved ratification of the appointment ofErnst & Young LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year endingDecember 31, 2021 ("Auditor Ratification"), and (iii) approved, on a non-binding advisory basis, the Company's named executive officers' compensation ("Say-on-Pay"). The final voting results are set forth below: Broker Election of Directors For Against Abstain Non-Votes* Sherry S. Barrat 154,872,495 4,197,687 71,617 13,353,856 William L. Bax 153,018,709 6,056,236 66,854 13,353,856 D. John Coldman 158,544,370 521,313 76,116 13,353,856 J. Patrick Gallagher, Jr. 148,819,882 9,039,807 1,282,110 13,353,856 David S. Johnson 149,937,406 9,138,186 66,207 13,353,856 Kay W. McCurdy 145,735,153 13,345,354 61,292 13,353,856 Christopher C. Miskel 158,712,123 339,698 89,978 13,353,856 Ralph J. Nicoletti 157,955,216 1,116,268 70,315 13,353,856 Norman L. Rosenthal 153,806,427 5,272,735 62,637 13,353,856 Auditor Ratification 159,907,199 12,498,320 90,136 - Say-on-Pay 146,117,405 12,807,512 216,882 13,353,856
* Broker non-votes represent shares held by broker nominees for beneficial owners
that were not voted with respect to a non-routine proposal because the broker
nominee did not receive voting instructions from the beneficial owner and
lacked discretionary authority to vote the shares. If a broker does not receive
voting instructions from the beneficial owner, a broker may vote on routine
matters, such as the ratification of the Independent Registered Public
Accounting Firm, but may not vote on non-routine matters. Broker non-votes are
counted for the purpose of determining the presence of a quorum but are not
counted for the purpose of determining the number of shares entitled to vote
on non-routine matters such as the election of directors and the
advisory Say-on-Pay vote.
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