TIVITY HEALTH, INC.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders ("Annual Meeting") of Tivity
Health, Inc. (the "Company") was held on May 20, 2021, at which a
total of 44,527,414 shares of the Company's common stock, out of a
total of 49,234,409 shares of the Company's common stock outstanding
and entitled to vote, were present in person or represented by
proxies.
(b) The following proposals were voted upon at the Annual Meeting:
(i) To elect Richard M. Ashworth, Sara J. Finley, Robert J.
Greczyn, Jr., Beth M. Jacob, Bradley S. Karro, Erin L.
Russell, and Anthony M. Sanfilippo as directors of the
Company. The results of the election of the above-mentioned
nominees were as follows:
Abstain from Broker
For Against Voting Non-Votes
Richard M. Ashworth 42,320,729 64,681 5,173 2,136,831
Sara J. Finley 41,768,085 617,997 4,501 2,136,831
Robert J. Greczyn, Jr. 40,999,539 1,384,332 6,712 2,136,831
Beth M. Jacob 42,122,125 257,180 11,278 2,136,831
Bradley S. Karro 41,928,648 435,234 26,701 2,136,831
Erin L. Russell 42,286,348 98,226 6,009 2,136,831
Anthony M. Sanfilippo 42,250,406 119,269 20,908 2,136,831
(ii) To consider and act upon a non-binding, advisory vote to
approve compensation of the Company's named executive
officers. The voting results were as follows:
Abstain from Broker
For Against Voting Non-Votes
32,548,391 9,824,009 18,183 2,136,831
(iii) To ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for
fiscal 2021. The voting results were as follows:
Abstain from Broker
For Against Voting Non-Votes
44,472,461 46,555 8,398 N/A
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