Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2022, the Company held its annual meeting of stockholders. The three
matters voted on by stockholders at the annual meeting were (1) the election of
the seven directors named below, (2) to approve, on an advisory basis, executive
compensation, and (3) the ratification of the appointment of
PricewaterhouseCoopers LLP as the Company's independent registered public
accounting firm for 2022.
The vote for directors was as follows:
Nominee For Against Abstain Broker Non-Votes
Julia L. Coronado 90,618,906 3,572,576 39,631 4,352,138
Dirk A. Kempthorne 86,559,963 7,496,941 174,209 4,352,138
Harold M. Messmer, Jr. 88,413,109 5,784,381 33,623 4,352,138
Marc H. Morial 86,617,747 7,439,517 173,849 4,352,138
Robert J. Pace 79,046,808 15,142,653 41,652 4,352,138
Frederick A. Richman 74,374,979 19,066,891 789,243 4,352,138
M. Keith Waddell 91,470,214 2,727,122 33,777 4,352,138
The proposal to approve, on an advisory basis, executive compensation was
approved by the following vote:
For 87,624,513
Against 6,315,676
Abstain 290,924
Broker Non-Votes 4,352,138
The proposal regarding the ratification of the appointment of
PricewaterhouseCoopers LLP as auditors for 2022 was approved by the following
vote:
For 94,367,392
Against 4,188,777
Abstain 27,082
Broker Non-Votes 0
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