Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. ELECTION OF DIRECTORS
Proposal one was the election of seven (7) directors. The shares present were voted as follows: Broker Nominees For Against Abstain Non-Votes Gordon O'Brien 43,086,965 2,244,878 37,991 2,461,679 Timothy J. FitzGerald 45,052,424 279,657 37,753 2,461,679 Sarah Palisi Chapin 43,382,024 1,946,724 41,086 2,461,679 Cathy L. McCarthy 44,166,238 1,166,318 37,278 2,461,679 John R. Miller III 40,712,566 4,619,361 37,907 2,461,679 Robert A. Nerbonne 44,089,931 1,242,239 37,664 2,461,679 Nassem Ziyad 45,178,415 137,861 53,558 2,461,679
Pursuant to the foregoing votes, all seven nominees listed above were elected to the Company's Board of Directors to serve until the Company's 2023 Annual Meeting of Stockholders and until their successors shall be duly elected and qualified or until their earlier death, resignation or removal.
2. ADVISORY VOTE ON EXECUTIVE COMPENSATION
Proposal two was the approval, on an advisory basis, of the compensation of the Company's named executive officers. The shares present were voted as follows:
FOR: 41,842,148 AGAINST: 3,490,486 ABSTAIN: 37,200 BROKER NON-VOTES: 2,461,679
Pursuant to the foregoing votes, proposal two was approved on an advisory basis.
3. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Proposal three was the ratification of the selection of
FOR: 47,658,098 AGAINST: 142,536 ABSTAIN: 30,879 BROKER NON-VOTES: 0
Pursuant to the foregoing votes, proposal three was approved.
Item 8.01. Other Events.
On
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Purchases under the Repurchase Program may be made from time to time in the open market, through privately negotiated transactions, block transactions or otherwise, as determined by the Chief Executive Officer, the Chief Financial Officer, the Chief Risk and Administration Officer, Treasurer and Secretary or any other executive officer of the Company.
The Repurchase Program does not obligate the Company to acquire any particular amount of common stock. Future repurchases, if any, will depend on factors such as levels of cash generation from operations, cash requirements for investment in the Company's business, repayment of future debt, if any, then current stock price, market conditions, securities law limitations and other factors. The Repurchase Program may be suspended, modified or discontinued at any time, but the authorization is of an open-ended term.
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