Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The 2022 Annual Meeting of Stockholders (the "Annual Meeting") of
Item 5.07 Submission of Matters to a Vote of Security Holders.
Set forth below are the matters the stockholders voted on at the Annual Meeting and the final voting results.
Proposal 1: Election of Directors:
Broker Votes Non- Nominee Votes For Against Abstentions Votes Sue Barsamian 473,188,016 10,497,666 1,962,201 32,400,139 Eric K. Brandt 435,748,543 47,916,242 1,983,098 32,400,139 Frank E. Dangeard 439,813,239 42,848,008 2,986,636 32,400,139 Nora M. Denzel 475,646,892 8,039,606 1,961,385 32,400,139 Peter A. Feld 468,296,265 15,366,562 1,985,056 32,400,139 Emily Heath 481,394,579 2,288,024 1,965,280 32,400,139 Vincent Pilette 481,288,491 2,386,309 1,973,083 32,400,139 Sherrese M. Smith 477,400,845 6,273,507 1,973,531 32,400,139
Each of the eight nominees was elected to the Company's Board of Directors, each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.
Proposal 2: Ratification of the appointment of
Votes For Votes Against Abstentions Broker Non-Votes 495,598,041 20,465,068 1,984,913 0
The appointment was ratified.
Proposal 3: Advisory vote to approve the Company's executive compensation:
Votes For Votes Against Abstentions Broker Non-Votes 428,708,090 54,763,668 2,176,125 32,400,139 The proposal was approved.
Proposal 4: Amendment of 2013 Equity Incentive Plan:
Votes For Votes Against Abstentions Broker Non-Votes 444,860,018 38,599,929 2,187,936 32,400,139 The proposal was approved.
Proposal 5: Stockholder proposal regarding shareholder ratification of termination pay:
Votes For Votes Against Abstentions Broker Non-Votes 184,323,033 300,316,835 1,008,015 32,400,139
The proposal was not approved.
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