Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On
As of the close of business on
(b) The certified results of the matters voted on at the Annual Meeting are set forth below.
Proposal No. 1 - Election of
Nominee For Against Abstain Broker Non-Votes Jonathan Chadwick 58,844,333 9,880,468 292,245 6,571,466 Michelangelo Volpi 58,827,484 9,900,538 289,024 6,571,466
Proposal No. 2 - Adoption of the Company's Dutch statutory annual accounts for
the fiscal year ended
For Against Abstain Broker Non-Votes 75,228,299 27,365 332,848 -
The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.
Proposal No. 3 - Grant of full discharge of the Company's executive director from his liability with respect to the performance of his duties as an executive director of the Company during Fiscal Year 2020:
For Against Abstain Broker Non-Votes 68,537,685 119,704 359,657 6,571,466
The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.
Proposal No. 4 - Grant of full discharge of the Company's non-executive directors from their liability with respect to the performance of their duties as non-executive directors of the Company during Fiscal Year 2020:
For Against Abstain Broker Non-Votes 68,554,044 119,336 343,666 6,571,466
The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.
Proposal No. 5 - Ratification of the selection of
For Against Abstain Broker Non-Votes 75,177,624 152,753 258,135 -
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.
Proposal No. 6 - Authorization of the Company's board of directors to repurchase shares in the capital of the Company:
For Against Abstain Broker Non-Votes 75,085,241 89,381 413,890 -
The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.
Proposal No. 7 - Non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of the Company's named executive officers: One Year Two Years Three Years Abstain Broker Non-Votes 68,656,212 20,614 57,395 282,825 6,571,466
The shareholders approved, on a non-binding advisory basis, to hold future non-binding advisory votes on the compensation of the Company's named executive officers every year.
In accordance with the voting results, the Company's board of directors has determined that the Company will conduct future non-binding advisory votes on the compensation of the Company's named executive officers every year until the next shareholder advisory vote on the frequency of advisory votes on executive compensation. The next required non-binding advisory vote on the frequency of future non-binding advisory votes on the compensation of the Company's named executive officers will take place no later than at the Company's 2026 annual general meeting of shareholders.
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