Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On May 11, 2021, the Company's stockholders approved our 2021 long-term equity
incentive plan. The board believes that equity incentive compensation promotes
our long-term success by aligning the interests of our directors, officers and
employees with the interests of our stockholders. The equity incentive awards
provide participants with an ownership interest in our company and a direct and
demonstrable stake in our success to the extent of their position,
responsibility, overall impact and contribution.

The plan authorizes the issuance of up to 3,000,000 shares of common stock, of
which not more than 1,000,000 shares may be issued in the form of restricted
stock or restricted stock unit awards. Under the plan, the compensation and
governance committee may grant stock options, shares of restricted stock and
restricted stock units. In any calendar year, no employee or officer may be
granted stock options covering more than 300,000 shares. Stock options are not
issuable to non-employee directors. In any calendar year, no more than 150,000
shares of restricted stock or restricted stock units can be issued to any
officer or employee and no more than 5,000 shares of restricted stock or
restricted stock units can be issued to any non-employee director.

Highlights of the plan include the following:



•The plan does not provide for liberal share recycling. Neither shares tendered
by a participant to pay the exercise price of an award nor shares tendered or
withheld for taxes will be available for future grants under the plan;

•Grants of stock options that are exercisable prior to the first anniversary of the grant date are prohibited;

•Repricing or payments to cancel "underwater" stock options are prohibited without stockholder approval;



•Grants of time-based restricted stock and restricted stock units to officers
and employees with vesting periods shorter than three years are prohibited
(provided that shares and units may vest pro rata on an annual basis beginning
on the first anniversary of the grant date);

•Grants of all other types of restricted stock and restricted stock units with vesting periods shorter than one year are prohibited;



•The compensation and governance committee does not have the discretion to
accelerate the vesting or exercisability of awards, except in the event of
death, disability or involuntary termination of employment in connection with a
change in control;

•Grants generally are not accelerated upon a change in control if they are
assumed by the surviving entity (or its parent if the surviving entity has a
parent) or replaced with a comparable award of substantially equal value granted
by the surviving entity (or its parent if the surviving entity has a parent);
and

•Grants are expressly subject to our incentive compensation recoupment policy.



A description of the material terms of the plan can be found in the section of
the Definitive Proxy Statement on Schedule 14A filed by the Company on March 26,
2021 entitled "Proposal 4: Approval of Our 2021 Long-Term Equity Incentive Plan"
and is incorporated by reference into this Current Report on Form 8-K.


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Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 11, 2021, the Company held its annual meeting of stockholders. The final vote of the matters presented for a vote at such meeting was as follows:



                                                                                                        Abstain/
                        Matter                                For                 Against               Withheld             Broker Non-Votes
(1)   Election of Directors:                                                                                                  3,441,156
      Charles A. Anderson                                 90,457,758                                    589,409
      Gene H. Anderson                                    89,274,496                                  1,772,671
      Thomas P. Anderson                                  90,125,274                                    921,893
      Carlos E. Evans                                     88,858,178                                  2,188,989
      David L. Gadis                                      90,461,319                                    585,848
      David J. Hartzell                                   89,410,457                                  1,636,710
      Sherry A. Kellett                                   88,795,257                                  2,251,910
      Theodore J. Klinck                                  90,124,350                                    922,817
      Anne H. Lloyd                                       89,776,951                                  1,270,216

(2) Ratification of appointment of Deloitte &

Touche LLP as independent auditor for 2021 93,460,753 

       916,170               111,400
(3)   Advisory vote on executive compensation             89,489,900            1,363,854               193,413               3,441,156
      Approval of the 2021 long-term equity
(4)   incentive plan                                      87,522,583            3,361,814               162,770               3,441,156

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No. Description

10 2021 Long-Term Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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