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

The Company held its 2022 annual meeting of stockholders (the "Annual Meeting") on May 18, 2022. The stockholders of the Company considered and acted upon the following proposals at the Annual Meeting:

1. Election of Directors. By the vote reported below, the stockholders elected the following nine nominees to serve as directors of the Company for a term to end at the 2023 annual meeting of stockholders:



Nominee                    Votes For     Votes Against    Abstentions     Broker Non-Votes
Dan H. Arnold              72,575,254       144,136          9,762           2,436,120
Edward C. Bernard          72,449,626       225,428          54,098          2,436,120
H. Paulett Eberhart        71,577,222      1,098,558         53,372          2,436,120
William F. Glavin, Jr.     72,020,390       656,341          52,421          2,436,120
Allison H. Mnookin         72,117,190       561,174          50,788          2,436,120
Anne M. Mulcahy            70,708,682      1,968,624         51,846          2,436,120
James S. Putnam            70,336,853      2,381,927         10,372          2,436,120
Richard P. Schifter        69,463,178      3,251,884         14,090          2,436,120
Corey E. Thomas            67,451,756      5,221,952         55,444          2,436,120

2. Ratification of the Appointment of Deloitte & Touche LLP. The stockholders ratified the appointment of Deloitte & Touche LLP by the audit committee of the Company's board of directors as the Company's independent registered public accounting firm for the current fiscal year. 73,139,328 shares voted for the proposal; 2,000,483 shares voted against the proposal; and 25,461 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.

3. Advisory Vote on Named Executive Officer Compensation. The stockholders approved, on an advisory, non-binding basis, the compensation paid to the named executive officers of the Company, as disclosed in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2022 relating to the Annual Meeting. 71,210,875 shares voted for the proposal; 1,428,031 shares voted against the proposal; and 90,246 shares abstained from voting on the proposal. There were 2,436,120 broker non-votes on the proposal.




  Item 8.01 Other Events.

On May 18, 2022, the Company's board of directors declared a cash dividend of $0.25 per share on the Company's outstanding common stock to be paid on June 24, 2022 to all stockholders of record on June 9, 2022.

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