Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) At the Annual Meeting of Shareholders of
A brief summary of the Amended Plan, as amended, was included as part of
Proposal No. 2 contained on pages 19-27 of the Company's proxy statement on
Schedule 14A for its 2021 Annual Meeting of shareholders, as filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders
On
Election of Directors.Gregory A. Trojan ,Gerald W. Deitchle ,Peter A. Bassi ,Larry D. Bouts ,Bina Chaurasia ,James A. Dal Pozzo ,Noah A. Elbogen ,Lea Anne S. Ottinger ,Keith E. Pascal ,Janet M. Sherlock andPatrick D. Walsh were nominated and elected at the meeting. The following votes were cast for each of the nominees: Name For Withhold Gregory A. Trojan 20,812,108 277,180 Gerald W. Deitchle 20,413,270 676,018 Peter A. Bassi 20,216,701 872,587 Larry D. Bouts 20,372,395 716,893 Bina Chaurasia 20,981,108 108,180 James A. Dal Pozzo 20,318,047 771,241 Noah A. Elbogen 20,941,562 147,726 Lea Anne S. Ottinger 20,625,656 463,632 Keith E. Pascal 20,625,277 464,011 Janet M. Sherlock 20,708,635 380,653 Patrick D. Walsh 20,972,973 116,315
There were 1,035,515 broker non-votes with respect to the election of directors.
Ratification & Approval of Equity Incentive Plan. The shareholders also ratified and approved the Amended Plan. The following votes were cast on the proposal to ratify and approve the Amended Plan: 19,481,321 For; 1,601,790 Against; 6,177 Abstain. There were 1,035,515 broker non-votes.
Advisory Vote on Executive Compensation. In addition, the shareholders approved, on an advisory and non-binding basis, the compensation of named executive officers. The following votes were cast on the compensation of named executive officers: 20,528,420 For; 553,236 Against; 7,632 Abstain. There were 1,035,515 broker non-votes.
Ratification of Accountants. Finally, the shareholders approved the ratification
of
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 10.1 Equity Incentive Plan, as amended and restated (incorporated by reference to Appendix A to the Company's definitive proxy statement on Schedule 14A filed with theSecurities and Exchange Commission onApril 23, 2021 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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