Item 5.07 Submission of Matters to a Vote of Security Holders.
(1) the election to the Board of Directors of the ten nominees for director named in the proxy statement;
(2) an advisory vote to approve executive compensation (the "say-on-pay" vote);
(3) an advisory vote on the frequency of the say-on-pay vote;
(4) ratification of the appointment of
(5) a stockholder proposal entitled Improve Political Spending Disclosure; and
(6) a stockholder proposal regarding a policy on accelerated vesting of equity awards in the event of a change in control.
The voting results for each proposal were as follows:
Proposal 1 - Election of Directors
Broker For Against Abstain Non-Vote Robert S. Murley 83,700,789 1,762,286 32,632 2,068,494 Cindy J. Miller 84,958,810 489,268 47,629 2,068,494 Brian P. Anderson 84,523,976 938,130 32,601 2,068,494 Lynn D. Bleil 74,623,075 10,806,200 66,432 2,068,494 Thomas F. Chen 83,869,422 1,593,869 32,416 2,068,494 Victoria L. Dolan 85,191,950 239,662 64,095 2,068,494 Naren K. Gursahaney 85,189,686 238,637 67,384 2,068,494 J. Joel Hackney, Jr. 84,421,825 1,010,263 63,619 2,068,494 Stephen C. Hooley 84,737,011 678,061 80,635 2,068,494 James L. Welch 84,948,039 484,317 63,351 2,068,494 Proposal 2 - Advisory Vote to Approve Executive Compensation (the "say-on-pay" vote) Broker For Against Abstain Non-Vote 83,501,534 1,959,753 34,420 2,068,494
Proposal 3 - Advisory Vote on the Frequency of the Say-on-Pay Vote
Broker One Year Two Years Three Years Abstain Non-Vote 83,846,641 18,130 1,598,675 32,261 2,068,494
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Proposal 4 - Ratification of the Appointment of
Broker For Against Abstain Non-Vote 83,312,960 4,202,675 48,566 0
Proposal 5 - Stockholder Proposal Entitled Improve Political Spending Disclosure
Broker For Against Abstain Non-Vote 15,980,728 66,674,586 2,840,393 2,068,494
Proposal 6 - Stockholder Proposal Regarding a Policy on Accelerated Vesting of Equity Awards in the Event of a Change in Control
Broker For Against Abstain Non-Vote 22,888,970 62,504,202 102,535 2,068,494
In accordance with the Board of Directors' recommendation and the voting results on Proposal 3, the Board has determined that the Company will hold future Say on Pay votes on an annual basis until such time as the next advisory vote on say-on-pay frequency is held.
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