Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) The Board of Directors of Patterson Companies, Inc. (the "Company")
previously approved, subject to shareholder approval, an amendment to our
Amended and Restated 2015 Omnibus Incentive Plan to increase the number of
shares reserved for issuance thereunder from 11,500,000 to 19,500,000, subject
to adjustment as provided therein. On September 13, 2021, our shareholders
approved such amendment. The terms and conditions of such plan are set forth
under the caption "Proposal No. 2 Amendment to Amended and Restated 2015 Omnibus
Incentive Plan" in our Definitive Schedule 14A (Proxy Statement) filed with the
Securities and Exchange Commission on July 30, 2021, which description is
incorporated by reference herein. This description of the plan is qualified in
its entirety by reference to the plan, which is filed as Exhibit 10 to this
report and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Company held its annual meeting of shareholders (the "Annual Meeting")
on September 13, 2021. There were 97,229,896 shares of the Company's common
stock outstanding and entitled to vote at the Annual Meeting. At the Annual
Meeting, the holders of 91,908,053 shares of common stock were represented in
person or by proxy; therefore, a quorum was present.
(b) The matters that were voted upon at the Annual Meeting, and the number of
votes cast for or against, as well as the number of abstentions and broker
non-votes, as to each such matter, where applicable, are set forth below.
Proposal No. 1: Election of Directors
John D. Buck, Alex N. Blanco, Jody H. Feragen, Robert C. Frenzel, Francis J.
Malecha, Ellen A. Rudnick, Neil A. Schrimsher and Mark S. Walchirk were elected
directors of the Company to have terms expiring in 2022, and until their
successors shall be elected and duly qualified. The results of the vote were as
follows:
Broker
For Against Abstain Non-Votes
John D. Buck 82,872,819 2,397,209 129,230 6,508,795
Alex N. Blanco 83,921,024 1,359,112 119,122 6,508,795
Jody H. Feragen 83,761,097 1,432,134 206,027 6,508,795
Robert C. Frenzel 83,890,132 1,384,502 124,624 6,508,795
Francis J. Malecha 83,841,778 1,436,230 121,250 6,508,795
Ellen A. Rudnick 82,577,444 2,655,583 166,231 6,508,795
Neil A. Schrimsher 83,768,228 1,513,248 117,782 6,508,795
Mark S. Walchirk 83,848,889 1,429,087 121,282 6,508,795
Proposal No. 2: Vote on Amendment to Amended and Restated 2015 Omnibus Incentive
Plan
The proposal to amend the Company's Amended and Restated 2015 Omnibus Incentive
Plan to increase the number of shares reserved for issuance thereunder from
11,500,000 to 19,500,000 was approved. The results of the vote were as follows:
Broker
For Against Abstain Non-Votes
80,775,456 4,316,547 307,255 6,508,795
Proposal No. 3: Advisory Vote on Executive Compensation
The advisory proposal concerning the Company's executive compensation program
was approved. The results of the non-binding vote were as follows:
Broker
For Against Abstain Non-Votes
82,648,698 2,448,309 302,251 6,508,795
Proposal No. 4: Ratification of Appointment of Independent Registered Public
Accounting Firm
The proposal to ratify the appointment of Ernst and Young LLP as the Company's
independent registered public accounting firm for the fiscal year ending
April 30, 2022 was approved. The results of the vote were as follows:
For Against Abstain
90,411,594 1,402,651 93,808
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10 Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive
Plan (incorporated by reference to Annex B to our Definitive Schedule 14A
(Proxy Statement), filed July 30, 2021 (File No. 000-20572)).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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