Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Stockholders of Tractor Supply Company (the
"Company") was held on May 6, 2021. At the meeting, the stockholders elected
each of the Company's nominees for director to serve until the next annual
meeting of stockholders and until such director's successor is duly elected and
qualified. In addition, at the meeting, the stockholders ratified the
re-appointment of Ernst & Young LLP as the Company's independent registered
public accounting firm for the fiscal year ending December 25, 2021, voted in
favor of the compensation of the named executive officers of the Company on an
advisory and non-binding basis, and did not approve a stockholder proposal to
transition to a Public Benefit Corporation.
The voting results of the director elections, ratification of the re-appointment
of Ernst & Young LLP, advisory vote on the compensation of the named executive
officers, and the stockholder proposal titled "Transition to Public Benefit
Corporation", which were described in more detail in the definitive proxy
statement relating to the 2021 Annual Meeting of Stockholders that the Company
filed with the Securities and Exchange Commission on March 25, 2021, are set
forth below.
(1) Each director was elected by the following tabulation:
For Withheld Broker Non-Votes
Cynthia T. Jamison 81,840,298 11,378,180 11,718,810
Joy Brown
92,932,446 286,032 11,718,810
Ricardo Cardenas 92,657,796 560,682 11,718,810
Denise L. Jackson 92,660,703 557,775 11,718,810
Thomas A. Kingsbury 92,385,249 833,229 11,718,810
Ramkumar Krishnan 92,535,917 682,561 11,718,810
Edna K. Morris 87,208,445 6,010,033 11,718,810
Mark J. Weikel 92,418,244 800,234 11,718,810
Harry A. Lawton III 92,971,088 247,390 11,718,810
(2) Ratification of the re-appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 25, 2021 was approved by the following tabulation:
For Against Abstain
100,621,846 4,140,534 174,908
(3) The compensation of the named executive officers of the Company was approved
on an advisory and non-binding basis by the following tabulation:
For Against Abstain Broker Non-Votes
80,030,980 12,755,310 432,188 11,718,810
(4) Stockholder Proposal: The stockholder proposal titled "Transition to Public
Benefit Corporation" was not approved by the following tabulation:
For Against Abstain Broker Non-Votes
3,127,285 89,145,696 945,497 11,718,810
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