Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual general meeting of shareholders of
Proposal 1
The election of 11 director nominees to serve as members of the board of directors of the Company until the annual general meeting of shareholders in 2024 was approved based on the following votes:
FOR AGAINST WITHHOLD BROKER NON-VOTES Jacques Aigrain 271,658,615 7,530,234 278,561 13,013,799 Lincoln Benet 271,920,717 7,409,386 137,307 13,013,799 Robin Buchanan 265,607,246 13,632,404 227,760 13,013,799 Anthony (Tony) Chase 273,786,757 5,524,255 156,398 13,013,799 Robert (Bob) Dudley 271,956,923 7,346,037 164,450 13,013,799 Claire Farley 270,063,392 9,188,504 215,514 13,013,799 Rita Griffin 278,632,351 714,454 120,605 13,013,799 Michael Hanley 278,548,231 797,163 122,016 13,013,799 Virginia Kamsky 271,356,267 7,949,069 162,074 13,013,799 Albert Manifold 270,119,343 9,182,728 165,339 13,013,799 Peter Vanacker 278,652,279 680,158 134,973 13,013,799 Proposal 2 The discharge of directors from liability was approved based on the following votes: FOR AGAINST ABSTAIN BROKER NON-VOTES 277,312,367 1,241,450 913,593 13,013,799 Proposal 3
The adoption of the Company's Dutch statutory annual accounts for the year ended
FOR AGAINST ABSTAIN 291,365,522 274,988 840,699
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Proposal 4
The appointment of
FOR AGAINST ABSTAIN 290,313,150 2,052,373 115,686 Proposal 5
The ratification of
FOR AGAINST ABSTAIN 290,329,229 2,039,754 112,226 Proposal 6
An advisory resolution approving the compensation of the Company's Named Executive Officers ("say-on-pay") was approved based on the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES 272,594,744 6,627,652 245,014 13,013,799 Proposal 7
The shareholders approved, on an advisory basis, the frequency of "1 year" for the holding of the say-on-pay vote. The voting results are as follows:
1 YEAR 2 YEARS 3 YEARS ABSTAIN BROKER NON-VOTES
271,792,399 175,644 7,300,795 198,572 13,013,799
Based on the results of this advisory vote, and consistent with the Board's recommendation, the Board determined that the advisory vote on executive compensation will be held every year until the next required shareholder advisory vote on the frequency of the advisory vote on executive compensation.
Proposal 8
The authorization of the Board to repurchase up to 10% of the Company's issued
share capital, at prices ranging from the nominal value of the shares up to 110%
of the market price for the shares, until
FOR AGAINST ABSTAIN 290,685,372 1,229,600 566,237
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Proposal 9
The cancellation of all or a portion of shares held in or repurchased into the Company's treasury account was approved based on the following votes:
FOR AGAINST ABSTAIN
291,877,535 351,095 252,579
Item 8.01. Other Events.
As discussed under Item 5.07 above, at the Annual Meeting, the Company's
shareholders approved a new share repurchase program authorizing the Company to
repurchase up to 10% of the Company's issued share capital as of the date of the
Annual Meeting, or 34,042,250 shares, until
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