Item 5.07. Submission of Matters to a Vote of Security Holders
(a) The Company's Annual Meeting of Stockholders was held on May 5, 2022.
(b) Of the 179,001,309 shares of the Company's common stock outstanding as of the
record date, 164,763,297 shares were represented at the Annual Meeting.
(c) The name of each director elected at the meeting and a brief description of each
other matter voted upon at the meeting is set forth below.
The stockholders (1) elected all of the Company's nominees for director; (2) ratified the
appointment of Ernst and Young LLP as the Company's independent auditor for the year ending
December 31, 2022; (3) approved, on an advisory basis, the Compensation of the Company's Named
Executive Officers; and (4) approved the Company's Amended and Restated 2013 Equity Incentive
Plan. The tabulation of votes for each proposal is as follows:
(1) Election of Directors
For Against Abstain Broker Non-Votes
EVELYN S. DILSAVER 152,433,915 3,996,563 92,450 8,240,369
SIMON JOHN DYER 155,394,972 1,018,819 109,137 8,240,369
CATHY R. GATES 156,250,880 180,821 91,227 8,240,369
JOHN A. HEIL 153,157,601 3,270,162 95,165 8,240,369
MEREDITH SIEGFRIED MADDEN 156,309,992 101,707 111,229 8,240,369
RICHARD W. NEU 154,679,153 1,749,100 94,675 8,240,369
SCOTT L. THOMPSON 150,459,166 5,825,212 238,550 8,240,369
(2) Ratification of Independent Auditors
For Against Abstain Broker Non-Votes
163,258,762 1,446,171 58,364 N/A
(3) Advisory Vote to Approve the Compensation of Named Executive Officers as
described in the Company's 2022 Proxy Statement
For Against Abstain Broker Non-Votes
151,082,210 5,326,715 114,003 8,240,369
(4) Approval of the Company's Amended and Restated 2013 Equity Incentive Plan
For Against Abstain Broker Non-Votes
150,175,298 6,242,962 104,668 8,240,369
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
104 Cover page interactive data file (embedded within the Inline XBRL document).
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