Item 5.07. Submission of Matters to a Vote of Security Holders.
On
1.The stockholders voted to elect each of the nine (9) nominees for director.
2.The stockholders voted to ratify the appointment of
3.The stockholders approved, on a non-binding, advisory basis, a proposal to include an advisory vote on executive compensation in its proxy statement every three (3) years.
Holders of the Company's Class A common stock are entitled to one (1) vote per share and holders of the Company's Class B common stock are entitled to ten (10) votes per share. Holders of Class A common stock and Class B common stock voted together as a single class on all matters submitted to a vote of stockholders at the Annual Meeting.
The Company's inspector of elections certified the following vote tabulations:
Proposal 1: Election of Directors
Nominee For Abstain Broker Non-Votes Niraj Shah 321,830,260 795,309 7,139,863 Steven Conine 321,917,788 707,781 7,139,863 Michael Choe 322,186,974 438,595 7,139,863 Andrea Jung 321,388,868 1,236,701 7,139,863 Jeremy King 322,415,734 209,835 7,139,863 Michael Kumin 319,667,083 2,958,486 7,139,863 Jeffrey Naylor 322,121,311 504,258 7,139,863 Anke Schäferkordt 322,233,620 391,949 7,139,863 Michael E. Sneed 322,046,170 579,399 7,139,863 Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm For Against Abstain Broker Non-Votes 329,652,323 95,992 17,117 - Proposal 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation One Year Two Years Three Years Abstain Broker Non-Votes 37,161,159 42,525 285,331,439 90,446 7,139,863
Based on the recommendation of the Board of Directors in the Company's Proxy Statement for the Annual Meeting and the voting results from Proposal 3, the Company will include an advisory vote on executive compensation in its proxy statement (say-on-pay vote) every three years until the next required vote on the frequency of a say-on-pay vote.
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