Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal No. 1: Election of Directors. The shareholders elected the following individuals to the Company's Board of Directors, to serve until the close of the Company's 2024 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director's earlier resignation or removal:
Name For Withheld Broker Non-Votes Thomas J. Appio 190,930,071 2,850,553 69,221,265 Brett M. Icahn 169,686,359 24,094,265 69,221,265 Sarah B. Kavanagh 189,301,790 4,478,834 69,221,265 Steven D. Miller 181,093,705 12,686,919 69,221,265 Dr. Richard C. Mulligan 174,330,012 19,450,612 69,221,265 John A. Paulson 182,711,655 11,068,969 69,221,265 Robert N. Power 183,421,864 10,358,760 69,221,265 Russel C. Robertson 189,249,474 4,531,150 69,221,265 Thomas W. Ross, Sr. 190,210,369 3,570,255 69,221,265 Amy B. Wechsler, M.D. 190,174,239 3,606,385 69,221,265
Proposal No. 2: Advisory Vote on Executive Officer Compensation. The shareholders approved, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Proxy Statement.
For Against Abstain Broker Non-Votes 178,033,723 15,117,579 629,322 69,221,265
Proposal No. 3: Advisory Vote on Frequency of Future Advisory Votes on Executive Officer Compensation. The shareholders approved, on a non-binding advisory basis, the frequency of the shareholder vote to approve the compensation of the Company's Named Executive Officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Proxy Statement.
1 Year 2 Years 3 Years Abstain Broker Non-Votes 190,477,720 616,376 2,187,370 499,158 69,221,265
In light of the voting results with respect to the shareholders' advisory vote on the frequency of future advisory votes on the compensation of the Company's Named Executive Officers (the "say-on-frequency proposal"), and in accordance with the recommendation of the Company's Board of Directors, the Company will hold future advisory votes on the compensation of the Company's Named Executive Officers on an annual basis until the next shareholder advisory vote on the say-on-frequency proposal.
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Proposal No. 4: Approval of an Amendment to the Company's 2014 Ominbus Incentive Plan. The shareholders approved the amendment to the Company's 2014 Omnibus Incentive Plan (the "2014 Plan") to increase the number of Common Shares authorized under the 2014 Plan.
For Withheld 171,196,978 22,583,646
Proposal No. 5: Appointment of the Independent Registered Public Accounting
Firm. The shareholders appointed
For Withheld 260,531,419 2,470,470
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