Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed under Item 5.07 of this Current Report on Form 8-K, at the 2021
annual meeting of stockholders (the "Annual Meeting") of
The Plan Amendment is described in greater detail in the Company's Definitive
Proxy Statement on Schedule 14A (the "Proxy Statement") filed with the
The foregoing description of the Plan Amendment is a summary only and is qualified in its entirety by reference to the full text of the Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws
As disclosed under Item 5.07 of this Current Report on Form 8-K, at the Annual
Meeting, the stockholders of the Company approved, upon the recommendation of
the Board, an amendment (the "Charter Amendment") to the Company's Amended and
Restated Certificate of Incorporation (the "Charter") to remove cumulative
voting. The Charter Amendment became effective upon the filing of the
Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of the Company with the Secretary of State of the
The Charter Amendment is described in greater detail in the Proxy Statement under the heading "Proposal No. 5: Approval of the Amendment to Our Amended and Restated Charter to Eliminate Cumulative Voting in the Election of Directors," and such description is incorporated by reference herein.
In addition, at the Annual Meeting, the Company's stockholders approved, upon the recommendation of the Board, amendments to the bylaws to adopt a plurality voting standard for contested director elections and to adopt proxy access (the "Bylaws Amendments"). The Bylaws Amendments became effective upon approval by the Company's stockholders at the Annual Meeting. The Bylaws Amendments are described in greater detail in the Proxy Statement under the headings "Proposal No. 6: Approval of the Amendment to Our Amended and Restated Bylaws to Adopt a Plurality Voting Standard for Contested Director Elections" and "Proposal No. 7: Approval of the Amendment to Our Amended and Restated Bylaws to Adopt Proxy Access," respectively, and such descriptions are incorporated by reference herein.
The foregoing descriptions of the Charter Amendment and the Bylaws Amendments are summaries only and are qualified in their entirety by reference to the full text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and the Bylaws Amendments, which are filed as Exhibit 3.2 to this Current Report on Form 8-K, and which are incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders approved each of the seven proposals described in the Proxy Statement.
The proposals below are described in the Proxy Statement. Of the 31,204,954 shares outstanding and entitled to vote, 29,233,440 shares were represented at the Annual Meeting in person or by proxy. The results for each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:
(i) Election of Directors - The following persons were elected as directors to hold office until the next annual meeting of stockholders or until their death, resignation or removal.
Votes For Votes Withheld Richard Burke 27,380,914 53,462 E. Renae Conley 27,205,021 229,355 Katina Dorton 27,390,703 43,673 Glenn A. Eisenberg 25,327,952 2,106,424 Jeffrey R. Feeler 27,068,243 366,133 Daniel Fox 21,843,402 5,590,974 Mack L. Hogans 27,389,115 45,261 Ronald C. Keating 27,181,982 252,394 John T. Sahlberg 27,277,891 156,485 Melanie Steiner 27,378,532 55,844
(ii) Ratification of the Company's Independent Registered Public Accounting Firm
- The Company's stockholders ratified the appointment of
(iii) Executive Compensation - The Company's stockholders approved by non-binding advisory vote the executive compensation of certain executive officers. The voting results were 27,171,221 shares "FOR," 250,955 shares "AGAINST" and 12,200 shares "ABSTAIN."
(iv) Omnibus Incentive Plan - The Company's stockholders approved Amendment 1 to
the
(v) Cumulative Voting - The Company's stockholders approved the amendment to the Amended and Restated Certificate of Incorporation to eliminate cumulative voting in the election of directors. The voting results were 26,835,317 shares "FOR," 585,508 shares "AGAINST" and 13,551 shares "ABSTAIN."
(vi) Plurality Voting - The Company's stockholders approved the amendment to the Amended and Restated Bylaws to adopt a plurality voting standard for contested director elections. The voting results were 27,340,860 shares "FOR," 81,788 shares "AGAINST" and 11,728 shares "ABSTAIN."
(vii) Proxy Access - The Company's stockholders approved the amendment to the Amended and Restated Bylaws to adopt proxy access. The voting results were 27,393,648 shares "FOR," 29,912 shares "AGAINST" and 10,816 shares "ABSTAIN."
Except with respect to the appointment of the independent registered public accounting firm, there were 1,799,064 broker non-votes with respect to each of the proposals.
Item 8.01. Other Events.
On
Audit Committee Corporate Governance Compensation Corporate Responsibility
Committee Committee and Risk Committee Glenn A. Mack L. Hogans E. Renae Conley Melanie Steiner (Chair) Eisenberg (Chair) (Chair) (Chair) Richard Burke Katina Dorton Richard Burke E. Renae Conley Katina Dorton Ronald C. Keating Ronald C. Glenn A. Eisenberg Keating
The Company's Corporate Governance Guidelines provide that in the event the
Chairman of the Board is an employee of the Company, an independent director
shall serve as Lead Independent Director. Accordingly, because
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