Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On
(b) At the Annual Meeting, the matters submitted to a vote of shareholders, and outcome of the vote, were as follows:
(1) Each of
(2) The appointment of
(3) A resolution to approve, on an advisory basis, the compensation paid to the Company's named executive officers, was adopted;
(4) Shareholders selected, on an advisory basis, "every one year" as the frequency of future advisory votes on the compensation of the Company's named executive officers; and
(5) The
The voting results with respect to these matters are set forth in the tables below:
1. Election of Directors
Director Nominee Votes For Votes Withheld Broker Non-Votes Patrick B. Fallon 15,869,166 4,293,145 1,377,562 Robert D. George 20,108,677 53,634 1,377,562 Carl L. Hausmann 20,124,866 37,445 1,377,562 Holly Kim 15,869,166 4,293,145 1,377,562 Cynthia P. Moehring 20,106,151 56,160 1,377,562 J. Pieter Sikkel 19,699,317 462,994 1,377,562 Richard J.C. Topping 20,124,866 37,445 1,377,562
2. Ratification of Independent Auditors
Votes For Votes Against Votes Abstained 21,523,491 16,382 0
There were no broker non-votes with respect to the ratification of independent auditors.
3. Advisory Vote on Compensation of Named Executive Officers
Votes For Votes Against Votes Abstained Broker Non-Votes 20,082,728 74,148 5,435 1,377,562 1
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4. Advisory Vote on Frequency of Future Advisory Votes on Compensation of Named Executive Officers
Every 1 Year Every 2 Years Every 3 Years Votes Abstained Broker Non-Votes 20,152,872 1,160 3,026 5,253 1,377,562
In accordance with the results of this vote, the Company's Board of Directors
determined to hold annual future advisory shareholder votes on the compensation
of the Company's named executive officers, as required by the Dodd-Frank Act and
related
5. Approval of the
Votes For Votes Against Votes Abstained Broker Non-Votes 20,084,128 69,004 9,179 1,377,562
As the effectiveness of the
2
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