Item 5.07 Submission of Matters to a Vote of Security Holders.
The registrant held its 2023 annual meeting of stockholders on May 25, 2023. At
the 2023 annual meeting, the registrant's stockholders voted on the three
proposals described in detail in the registrant's definitive proxy statement on
Schedule 14A filed with the U.S. Securities and Exchange Commission on April 5,
2023. Stockholders present at the 2023 annual meeting, either in person or by
proxy, represented 96.0% of the 28,279,493 shares eligible to vote at the
meeting.
Proposal 1: Election of Directors
The registrant's stockholders elected Thomas E. Barry, Loretta J. Feehan, Terri
L. Herrington, Kevin B. Kramer, W. Hayden McIlroy, Michael S. Simmons and Mary
A. Tidlund as directors. Each director nominee received votes "For" his or her
election from at least 94.2% of the shares eligible to vote at the annual
meeting.
Proposal 2: Say-on-Pay, Nonbinding Advisory Vote Approving Executive Compensation
The registrant's stockholders adopted a resolution, on a nonbinding advisory
basis, approving the compensation of the registrant's named executive officers
as described in the registrant's 2023 proxy statement. The resolution received
the approval from 93.1% of the shares eligible to vote at the annual meeting.
Proposal 3: Say-When-on-Pay, Nonbinding Advisory Vote on the Preferred Frequency
of Executive Compensation Votes
The registrant's stockholders voted, on a nonbinding advisory basis, on the
preferred frequency of every year, every other year or every third year for
future advisory votes on the named executive officer compensation as disclosed
pursuant to the compensation disclosure rules of the U.S. Securities and
Exchange Commission. An annual vote on such named executive officer compensation
received the vote of 95.8% of the shares eligible to vote at the annual meeting.
In light of the results of this nonbinding advisory vote, the registrant intends
to hold an annual nonbinding advisory vote on such named executive officer
compensation until the next required vote on the frequency of stockholder votes
on the compensation of executives.
Item 7.01 Regulation FD Disclosure.
The registrant hereby furnishes the information set forth in its press release
issued on May 25, 2023, a copy of which is attached as Exhibit 99.1 and
incorporated herein by reference. The information the registrant furnishes in
this report under this Item 7.01, and the exhibit in Item 9.01, is not deemed
"filed" for purposes of section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section. Registration
statements or other documents filed with the U.S. Securities and Exchange
Commission shall not incorporate this information by reference, except as
otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
9
(d) Exhibits
Item No. Description
99.1 Press release dated May 25, 2023 issued by the
registrant .
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document)
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