Item 2.02. Results of Operations and Financial Condition.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting of Shareholders (the "2021 Annual Meeting"), heldAugust 3, 2021 , the Company's shareholders (i) elected each of the persons listed below as a director for a term of three years, (ii) approved a non-binding advisory resolution approving the compensation of the Company's named executive officers, and (iii) ratified the appointment ofErnst & Young LLP as the independent registered public accounting firm for the fiscal year endingMarch 31, 2022 .
As of
The Company's shareholders voted as follows: Proposal 1 - Election of Directors. For Withheld Broker Non-Votes Diana F. Cantor 18,552,747 1,383,975 2,467,240 Robert C. Sledd 19,447,608 489,114 2,467,240 Thomas H. Tullidge, Jr. 19,622,299 314,423 2,467,240Mrs. Cantor and Messrs.Sledd and Tullidge were elected to three-year terms. The terms of office of the following directors continued after the 2021 Annual Meeting:George C. Freeman , III,Lennart R. Freeman ,Thomas H. Johnson ,Michael T. Lawton , andJacqueline T. Williams .
Proposal 2 - Approval of a non-binding advisory resolution approving the compensation of the Company's named executive officers.
For Against Abstain Broker Non-Votes 19,492,687 368,737 75,298 2,467,240 Proposal 3 - Ratification of the appointment ofErnst & Young LLP as the independent registered public accounting firm for the fiscal year endingMarch 31, 2022 . For Against Abstain Broker Non-Votes 22,140,677 245,791 17,494 - Item 8.01. Other Events. EffectiveAugust 3, 2021 , the Company's Board of Directors appointed Mr.Thomas H. Johnson as the Lead Independent Director to serve until the Company's next Annual Meeting of Shareholders which is expected to be heldAugust 2, 2022 .
On
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Item 9.01. Financial Statements and Exhibits. (d) Exhibits No. Description 99.1 Press release datedAugust 4, 2021 , announcing financial results for the quarter endedJune 30, 2021 .* 99.2 Press release datedAugust 4, 2021 , announcing quarterly dividend.* 101 Interactive Data File (submitted electronically herewith).* 101.INS XBRL Instance Document - the instance
document does not appear in
the Interactive Data File because its Inline
XBRL tags are embedded within
the Inline XBRL document. 101.SCH XBRL Taxonomy
Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation
Linkbase Document 101.DEF XBRL
Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document In accordance
with Rule 406T of Regulation
S-T, the Inline XBRL related information in
Exhibit 101 to this Current
Report on Form 8-K shall not be deemed to be
"filed" for purposes of Section
18 of the Exchange Act, or otherwise subject to
the liability of that
section and shall not be part of any
registration or other document filed
under the Securities Act or the Exchange Act,
except as shall be expressly
set forth by specific reference in such filing. 104 Cover Page Interactive Data File (formatted as
Inline XBRL and contained in
Exhibit 101) __________ *Filed herewith
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