Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company's annual meeting of stockholders (the "Annual Meeting") was held on
The proposals below are described in the Proxy Statement. Of the 31,088,304 shares outstanding and entitled to vote, 26,924,217 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 WithheldRichard Burke 24,160,815 322,305E. Renae Conley 24,140,123 342,997Katina Dorton 24,036,771 446,349Glenn A. Eisenberg 22,489,438 1,993,682Jeffrey R. Feeler 23,682,938 800,182Daniel Fox 24,034,892 448,228Ronald C. Keating 24,034,648 448,472John T. Sahlberg 24,099,336 383,784Melanie Steiner 24,167,261 315,859
(ii) Ratification of the Company's Independent Registered Public Accounting Firm
- The Company's stockholders ratified the appointment of
(iii) Advisory Vote on Executive Compensation - The Company's stockholders approved by non-binding advisory vote the executive compensation of certain executive officers. The voting results were 23,367,281 shares "FOR," 1,091,874 shares "AGAINST" and 23,965 shares "ABSTAIN."
There were 2,441,097 broker non-votes with respect to the election of each director and approval by non-binding advisory vote of the executive compensation of certain officers. There were no broker non-votes with respect to the appointment of the independent registered public accounting firm.
2 Item 8.01. Other Events.
On
Audit Committee Corporate Governance Compensation Corporate Responsibility
Committee Committee and Risk Committee Glenn A. Daniel Fox (Chair) John T. Sahlberg Melanie Steiner (Chair) Eisenberg (Chair) (Chair)
Richard Burke
Ronald C.John T. Sahlberg Keating
The Company's Corporate Governance Guidelines provide that in the event the
Chairman of the Board is an employee of the Company, the Chair of the Corporate
Governance Committee shall serve as Lead Independent Director. Accordingly,
because
Also effective
3
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