Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Annual Meeting, the eleven nominees for director were elected to the
Company's Board of Directors (the "Board"), and the Company's stockholders
approved, on a non-binding advisory basis, the compensation of the Company's
named executive officers and the frequency of future advisory votes on the
compensation of the Company's named executive officers for every one year and
ratified the appointment of
At the Annual Meeting, the Company's stockholders cast the highest number of
votes for every one year, compared to every two years or every three years, with
respect to the frequency of future advisory votes on the compensation of the
Company's named executive officers. Based on these results and the
recommendation of the Board's
The final number of votes cast for or against, as well as the number of abstentions and broker non-votes, with respect to each matter are set out below.
1. Proposal 1 - Election of Directors.
The eleven nominees were elected to serve as directors of the Company until the completion of the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The voting results were as follows:
Broker For Against Abstain Non-Vote Tanya M. Acker 92,777,076 2,798,552 167,928 8,089,211 Paul R. Burke 94,393,610 1,205,495 144,451 8,089,211 Craig A. Carlson 93,218,746 2,386,914 137,896 8,089,211 John M. Eggemeyer III 93,451,877 2,146,376 145,303 8,089,211 C. William Hosler 91,121,276 4,479,377 142,903 8,089,211 Polly B. Jessen 93,507,582 2,090,957 145,017 8,089,211 Susan E. Lester 92,733,547 2,871,313 138,696 8,089,211 Roger H. Molvar 92,740,016 2,860,177 143,363 8,089,211 Stephanie B. Mudick 94,132,624 1,469,872 141,060 8,089,211 Paul W. Taylor 93,948,604 1,649,708 145,244 8,089,211 Matthew P. Wagner 92,846,343 2,741,644 155,569 8,089,211
2. Proposal 2 - Advisory Vote on Executive Compensation.
On a non-binding advisory basis, the compensation of the Company's named executive officers was approved. The voting results were as follows:
Broker For Against Abstain Non-Vote 89,347,567 6,080,204 315,785 8,089,211
3. Proposal 3 -- Frequency of Future Advisory Vote on Executive Compensation.
On a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers receiving the most votes was every 1 year. The voting results were as follows:
Broker 1 Year 2 Years 3 Years Abstain Non-Vote 90,883,333 71,666 4,551,958 236,599 8,089,211
4. Proposal 4 - Ratification of the Appointment of Independent Auditor.
The appointment of
For Against Abstain
101,234,684 2,454,999 143,084
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