Item 5.07. Submission of Matters to a Vote of Security Holders.
1. Election of Directors. Eleven directors were elected to serve a term expiring at the Company's 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualify by the votes set forth in the table below: Nominee Votes For Votes Against Votes Abstained Broker Non-Votes Mark W. Begor 116,622,309 2,228,773 105,468 11,924,789 Gregory Blank 117,646,497 1,203,017 107,036 11,924,789 Catherine L. Burke 117,626,114 1,232,035 98,400 11,924,789 Deborah A. Farrington 116,514,027 2,311,441 131,081 11,924,789 Michael D. Hayford 118,090,622 755,229 110,698 11,924,789 Georgette D. Kiser 116,837,534 2,019,923 99,092 11,924,789 Kirk T. Larsen 116,873,916 1,972,141 110,493 11,924,789 Frank R. Martire 117,141,656 1,701,650 117,634 11,924,789 Martin Mucci 117,050,614 1,799,555 110,770 11,924,789 Laura J.Sen 118,629,836 159,528 171,576 11,924,789 Glenn W. Welling 118,348,169 497,680 115,090 11,924,789 2. Non-Binding and Advisory Vote to Approve the Compensation of Named Executive Officers as Disclosed in the Proxy Statement. Executive compensation disclosed in the Company's Proxy Statement was approved, on a non-binding and advisory basis, by the votes set forth in the table below: Votes For Votes Against Votes Abstained Broker Non-Votes 112,130,499 6,658,276 172,165 11,924,789 3. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year endingDecember 31, 2022 was ratified by the votes set forth in the table below: Votes For Votes Against Votes Abstained Broker Non-Votes 128,862,778 2,019,260 85,777 0
With respect to the stockholder proposal regarding termination pay, the Company
has actively engaged with stockholders. As previously disclosed, in connection
with such engagement, which is ongoing, and after positive feedback from
stockholders, the Company's Board of Directors has adopted a cash severance
policy. As previously described, the policy provides that the Company will not
enter into any new employment agreement, severance agreement or separation
agreement with any executive officer of the Company, or establish any new
severance plan or policy covering any executive officer of the Company, in each
case that provides for cash severance benefits exceeding 2.99 times the sum of
the executive officer's base salary plus target bonus, without seeking
stockholder ratification of such agreement, plan or policy. A copy of the
adopted policy was previously filed as part of the Company's Current Report on
Form 8-K filed on
As previously disclosed, to allow additional time for the Company to engage with
stockholders regarding the cash severance policy and for stockholders to
consider the policy prior to voting on the stockholder proposal regarding
termination pay at the 2022 Annual Meeting, the Chairman of the meeting
determined, in his discretion, to adjourn the 2022 Annual Meeting with respect
to this stockholder proposal (and only this proposal) until
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