Item 5.07 Submission of Matters to a Vote of Security Holders
The Company conducted its annual stockholders' meeting on
At the annual meeting, 501,078,193 shares were represented (91.7 percent of the 546,347,256 shares outstanding and entitled to vote). Five items were considered at the meeting and the results of the voting were as follows:
1.Election of Directors: The nominees in the proxy statement were:Prama Bhatt ,Gary C. Bhojwani ,Stephen M. Lacy ,Elsa A. Murano , Ph.D.,Susan K. Nestegard ,William A. Newlands ,Christopher J. Policinski ,Jose Luis Prado ,Sally J. Smith ,James P. Snee , andSteven A. White . The results were as follows: DIRECTOR: FOR AGAINST ABSTAIN BROKER NON-VOTE Prama Bhatt 462,682,222 2,656,200 615,915 35,123,856 Gary C. Bhojwani 431,658,836 33,861,891 433,610 35,123,856 Stephen M. Lacy 442,535,774 23,024,674 393,889 35,123,856 Elsa A. Murano, Ph.D. 457,109,309 8,431,017 414,011 35,123,856 Susan K. Nestegard 456,931,326 8,549,676 473,335 35,123,856 William A. Newlands 462,501,732 3,017,270 435,335 35,123,856 Christopher J. Policinski 459,824,596 5,750,039 379,702 35,123,856 Jose Luis Prado 463,381,581 2,147,040 425,716 35,123,856 Sally J. Smith 461,538,698 3,981,669 433,970 35,123,856 James P. Snee 452,722,730 10,163,567 3,068,040 35,123,856 Steven A. White 453,354,194 12,217,025 383,118 35,123,856 2. Ratification of the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for the fiscal year endingOctober 29, 2023 : For: 490,062,300 Against: 10,521,289 Abstain: 494,604
3. Advisory vote to approve the Company's Named Executive Officer compensation
as disclosed in the Company's 2023 annual meeting proxy statement (as filed with
the
For: 453,374,829 Against: 11,351,300 Abstain: 1,228,208 Broker Non-Vote: 35,123,856 2
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4. Advisory vote to determine the frequency of the stockholder advisory vote to approve Named Executive Officer compensation set forth in the Company's proxy statement: Every Year: 460,832,645 Every Two Years: 428,255 Every Three Years: 3,927,412 Abstain: 766,025 Broker Non-Vote: 35,123,856
In light of the voting results for this item, the Company's Board of Directors determined that it will hold a stockholder advisory vote on the compensation of the Company's Named Executive Officers every year.
5. Stockholder proposal requesting the Company comply with
For: 27,382,976 Against: 436,218,732 Abstain: 2,352,629 Broker Non-Vote: 35,123,856 3
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