Item 5.07 Submission of Matters to a Vote of Security Holders.
At its 2023 Annual Meeting of Shareholders, the shareholders of
1. The five nominees for director were elected to serve in a class whose term expires in 2025 as follows:
Nominees Votes For Votes Against Votes
Abstained Broker Non-Votes
Stephen F. Angel 173,447,360 14,794,397 503,385 16,080,651 Hugh Grant 150,603,788 37,634,639 506,714 16,080,652 Melanie L. Healey 181,738,597 6,538,069 468,478 16,080,649 Timothy M. Knavish 184,091,190 4,208,247 445,703 16,080,653 Guillermo Novo 171,470,309 16,762,583 512,246 16,080,655 The following continuing directors did not stand for re-election at the 2023 Annual Meeting (the year in which each director's term expires is indicated in parenthesis):Michael W. Lamach (2024),Martin H. Richenhagen (2024),Catherine R. Smith (2024),Gary R. Heminger (2025),Kathleen A. Ligocki (2025),Michael H. McGarry (2025) andMichael T. Nally (2025).
2. The proposal to approve the compensation of the Company's named executive officers on an advisory basis was approved as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes 174,601,704 13,188,479 954,954 16,080,656
3. On the proposal to recommend the frequency of future advisory votes on the compensation of the Company's named executive officers, the Company's shareholders recommend that such votes be held annually as follows:
One Year Two Years Three Years Votes Abstained Broker Non-Votes 185,414,387 482,337 2,204,313 644,096 16,080,660 4. The proposal to ratify the appointment ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023 was approved as follows: Votes For Votes Against Votes Abstained 203,563,171 909,972 352,650
There were no broker non-votes with respect to this matter.
5. The shareholder proposal to adopt a policy requiring an independent board chair was not approved as follows:
Votes For Votes Against Votes Abstained Broker Non-Votes 74,806,861 113,106,759 831,509 16,080,664
As of the record date of the 2023 Annual Meeting, 235,357,983 shares of common stock were issued and outstanding.
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