Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the shareholders elected each of the following individuals to serve on the Board of Directors for a term of one year, or until his or her successor is duly elected and qualified, with the votes, rounded to the nearest whole share, cast as follows. Withheld votes have the same effect as votes against.



JOHN D. GASS   For:                  919,487,881
               Withheld/Against:       6,209,999
               Nonvotes:              56,511,425


SYLVESTER P. "CHIP" JOHNSON   For:                  916,714,584
                              Withheld/Against:       8,983,296
                              Nonvotes:              56,511,425


CATHERINE A. KEHR    For:                  913,645,844

                     Withheld/Against:      12,052,036
                     Nonvotes:              56,511,425


GREG D. KERLEY    For:                  911,443,419
                  Withheld/Against:      14,254,461
                  Nonvotes:              56,511,425


JON A. MARSHALL   For:                  922,326,149
                  Withheld/Against:       3,371,731
                  Nonvotes:              56,511,425


PATRICK M. PREVOST   For:                  916,702,268
                     Withheld/Against:       8,995,612
                     Nonvotes:              56,511,425


ANNE TAYLOR    For:                  922,267,097
               Withheld/Against:       3,430,783
               Nonvotes:              56,511,425


DENIS J. WALSH III   For:                  922,421,170
                     Withheld/Against:       3,276,710
                     Nonvotes:              56,511,425


WILLIAM J. WAY    For:                  922,468,357
                  Withheld/Against:       3,229,523
                  Nonvotes:              56,511,425





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In addition, the following proposals were voted at the Annual Meeting:

With respect to the advisory vote regarding the compensation of the Company's named executive officers disclosed in the proxy statement, which vote is referred to as the "say-on-pay vote," the shareholders have approved the compensation of the Company's named executive officers, with the votes, rounded to the nearest whole share, cast as follows:



For:         899,962,285
Against:      23,803,077
Abstain:       1,932,518
Nonvotes:     56,511,425

With respect to the management proposal on the 2022 Incentive Plan as set forth in the proxy statement, the shareholders have approved the 2022 Incentive Plan, with the votes, rounded to the nearest whole share, cast as follows:



For:         892,602,012
Against:      31,597,013
Abstain:       1,498,855
Nonvotes:     56,511,425

The ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for 2022 was approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:



For:        972,787,727
Against:      8,230,486
Abstain:      1,191,092

The shareholder proposal as set forth in the proxy statement to amend the Company's bylaws to give holders in the aggregate of 10% of the outstanding shares of common stock the power to call a special meeting was not approved by the shareholders, with the votes, rounded to the nearest whole share, cast as follows:



For:         213,854,941
Against:     711,044,506
Abstain:         798,433
Nonvotes:     56,511,425


Item 8.01 Other Events.

At the Special Meeting of the Board of Directors of the Company held immediately following the Annual Meeting, the Board of Directors of the Company re-appointed Catherine A. Kehr as Chairman of the Board.

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