Item 5.07 Submission of Matters to a Vote of Security Holders
The voting results for matters submitted to the company's shareholders for
consideration at the Annual Meeting held on
In an uncontested election, each of the following nominees was elected to the Board of Directors according to the following votes:
Broker For Against Abstain Non-Votes James S. Crown 210,395,721 20,388,326 1,174,287 23,247,977 Rudy F. deLeon 229,025,549 2,606,250 326,535 23,247,977 Cecil D. Haney 226,379,658 5,245,428 333,248 23,247,977 Mark M. Malcolm 230,831,467 786,720 340,147 23,247,977 James N. Mattis 226,247,597 5,389,886 320,851 23,247,977 Phebe N. Novakovic 223,405,346 8,247,945 305,043 23,247,977 C. Howard Nye 228,954,312 2,656,403 347,619 23,247,977 Catherine B. Reynolds 230,810,001 832,902 315,431 23,247,977 Laura J. Schumacher 208,595,885 23,061,063 301,386 23,247,977 Robert K. Steel 224,967,305 6,331,063 659,966 23,247,977 John G. Stratton 218,880,713 12,732,914 344,707 23,247,977 Peter A. Wall 226,361,024 5,256,526 340,784 23,247,977
The results of voting on Proposals 2 through 5 (as numbered in the company's 2022 Proxy Statement) were as follows:
Proposal 2. Shareholders approved the selection of
Broker For Against Abstain Non-Votes
Approval of
Auditors 251,672,326 3,170,152 363,833 - Proposal 3. Shareholders approved, on an advisory basis, the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K and contained in the 2022 Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion. Broker For Against Abstain Non-Votes Advisory Vote to approve Executive Compensation 220,924,580 10,045,932 987,822 23,247,977 -2-
-------------------------------------------------------------------------------- Proposal 4. Shareholders rejected a shareholder proposal requesting that the Board adopt an enduring policy, and amend the company's governing documents as necessary in order that two separate people hold the office of Chairman and the office of Chief Executive Officer. Broker For Against Abstain Non-Votes
Shareholder Proposal to Require
an Independent Board Chairman 92,133,663 139,286,754 537,917 23,247,977 Proposal 5. Shareholders rejected a shareholder proposal requesting that the Board prepare a report on the company's human rights due diligence process relating to actual and potential human rights impacts associated with its products and services. Broker For Against Abstain Non-Votes
Shareholder Proposal to Request a
Human Rights Report 56,245,440 166,623,407 9,089,487 23,247,977 -3-
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