Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Reduction in Size of
On
· decrease the size of the Board from ten to nine directors,
· reduce the size of the Audit Committee from five to four directors, and
· reduce the size of the Governance Committee from five to four directors.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The matters voted on at the 2023 Annual Meeting are described in detail in the
Company's proxy statement for the meeting, which was filed with the
As of the record date for the meeting, there were 51,576,344 shares of common
stock outstanding, each of which was entitled to one vote with respect to each
of the matters voted on at the meeting. Each of the directors up for election
was elected and each of the other matters was approved by the required number of
votes on each such matter. The terms of each of the following directors
continued after the meeting:
The final voting results were:
Broker Matter For Withheld Non-votes 1. Election of Directors (a) Kathleen A. Bayless 40,832,468 965,629 3,313,619 (b) Gordon Hunter 36,807,734 4,990,363 3,313,619 (c) Lena Nicolaides, Ph.D. 41,245,138 552,959 3,313,619 Broker Matter For Against Abstained Non-votes 2. Approval of the advisory 40,443,500 1,342,203 12,394 3,313,619 vote on executive compensation Broker Matter 1 year 2 years 3 years Abstain Non-votes 3. Approval of the advisory vote on the frequency of 40,586,926 25,132 1,155,138 30,901 3,313,619 holding an advisory vote on executive compensation Broker Matter For Against Abstained Non-votes 4. Ratification of the 44,861,720 238,972 11,024 0 appointment ofKPMG LLP 2
© Edgar Online, source