Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Stockholders of Tractor Supply Company (the
"Company") was held on May 11, 2022. 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 31, 2022, 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 the stockholder proposal
titled "Report on Costs of Low Wages and Inequality."
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 "Report on Costs of Low Wages and
Inequality," which were described in more detail in the definitive proxy
statement relating to the 2022 Annual Meeting of Stockholders that the Company
filed with the Securities and Exchange Commission on March 28, 2022, are set
forth below.
(1) Each director was elected by the following tabulation:
For Against Abstain Broker Non-Votes
Cynthia T. Jamison 78,971,519 8,805,826 226,992 11,192,700
Joy Brown 87,503,731 434,014 66,592 11,192,700
Ricardo Cardenas 87,224,297 705,755 74,285 11,192,700
Denise L. Jackson 87,207,551 730,530 66,256 11,192,700
Thomas A. Kingsbury 84,848,331 3,066,779 89,227 11,192,700
Ramkumar Krishnan 86,802,891 1,099,703 101,743 11,192,700
Edna K. Morris 80,994,091 6,947,148 63,098 11,192,700
Mark J. Weikel 86,705,333 1,231,244 67,760 11,192,700
Harry A. Lawton III 87,765,103 169,517 69,717 11,192,700
(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 31, 2022 was approved by the following tabulation:
For Against Abstain
91,051,191 7,012,022 1,133,824
(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
76,350,460 11,336,094 317,783 11,192,700
(4) Stockholder Proposal: The stockholder proposal titled "Report on Costs of
Low Wages and Inequality" was not approved by the following tabulation:
For Against Abstain Broker Non-Votes
12,675,931 73,315,365 2,013,041 11,192,700
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