Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting of Shareholders of
The number of shares of common stock present at the meeting was 3,496,373,314 or 83.25% of the shares of common stock outstanding onMarch 14, 2022 , the record date for the meeting.
(a) The following nominees were elected to serve on the Board of Directors:
Name of Nominee Votes Cast For Votes Cast Against Abstentions Broker Non-Votes Shellye Archambeau 2,674,186,948 92,011,078 37,403,751 692,771,537 Roxanne Austin 2,713,162,891 75,377,926 15,060,960 692,771,537 Mark Bertolini 2,734,455,865 52,524,971 16,620,941 692,771,537 Melanie Healey 2,689,386,254 98,581,918 15,633,605 692,771,537 Laxman Narasimhan 2,749,913,390 36,755,553 16,932,834 692,771,537 Clarence Otis, Jr. 2,583,119,193 204,493,283 15,989,301 692,771,537 Daniel Schulman 2,689,706,408 97,235,045 16,660,324 692,771,537 Rodney Slater 2,669,303,833 117,057,042 17,240,902 692,771,537 Carol Tomé 2,755,338,584 32,492,050 15,771,143 692,771,537 Hans Vestberg 2,549,485,090 228,058,132 26,058,555 692,771,537 Gregory Weaver 2,739,903,837 46,576,502
17,121,438 692,771,537
(b) The proposal regarding the advisory vote to approve executive compensation
was approved with 2,511,198,875 votes for, 268,256,845 votes against, 24,146,057 abstentions and 692,771,537 broker non-votes.
(c) The appointment of Ernst & Young LLP as independent registered public
accounting firm for 2022 was ratified with 3,311,774,338 votes for, 171,087,976 votes against and 13,511,002 abstentions.
(d) The shareholder proposal regarding a report on charitable contributions was
defeated with 157,344,797 votes for, 2,615,229,027 votes against, 31,027,953
abstentions and 692,771,537 broker non-votes.
(e) The shareholder proposal regarding an amendment to the clawback policy was
defeated with 1,004,221,982 votes for, 1,709,723,263 votes against, 89,656,532 abstentions and 692,771,537 broker non-votes.
(f) The shareholder proposal regarding shareholder ratification of annual equity
awards was defeated with 1,198,748,932 votes for, 1,522,233,253 votes against, 82,619,592 abstentions and 692,771,537 broker non-votes.
(g) The shareholder proposal regarding business operations in
with 121,040,779 votes for, 2,568,899,460 votes against, 113,661,538
abstentions and 692,771,537 broker non-votes.
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