Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2021, the Board of Directors (the "Board") approved a material amendment to the 2016 Omnibus Incentive Compensation Plan (the "Plan") to reduce the number of equity awards that may be issued under the Plan without regard to any service vesting requirements. The amendment is attached to this filing as Exhibit 10.36. Prior to the amendment, the Plan permitted up to 10% of the 5,500,000 shares of common stock reserved for issuance to be issued without regard to any service vesting requirements. Effective May 4, 2021, this limitation has been reduced from 10% to 5% of the shares of common stock reserved for issuance. Therefore, now only up to 275,000 shares may be issued without regard to vesting requirements. Equity awards issued under the Plan without regard to vesting requirements before the date of the amendment count against the revised limit. The revised limit is subject to all other terms and conditions in the Plan, including the provision which requires that equity (other than options or stock appreciation rights) count 2.5 times against the 5,500,000 total shares allocated for issuance.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Our 2021 Annual Meeting of Shareholders was held virtually on May 4, 2021, in the best interests of shareholders due to the on-going COVID-19 pandemic and restrictions issued by the Commonwealth of Pennsylvania and the Center for Disease Control.

Our shareholders voted on three proposals at the Annual Meeting. The proposals are described in detail in our proxy statement dated March 24, 2021. As of March 9, 2021, the record date, there were 73,850,336 shares of our common stock outstanding. Shareholders representing 67,149,389 or 90.92%, of the common shares outstanding were present virtually or were represented by proxy at the Annual Meeting. The final results for the votes on each proposal are set forth below.

Proposal 1: Our shareholders elected the following directors to serve on our Board until the 2022 Annual Meeting of Shareholders by the following vote:



         Name               For         Against     Abstain     Broker Non-Votes
Mark A. Buthman          62,882,045    1,617,483    31,483         2,618,378
William F. Feehery       58,092,225    6,407,499    31,287         2,618,378
Robert F. Friel          64,111,703     387,555     31,753         2,618,378
Eric M. Green            63,900,019     615,501     15,491         2,618,378
Thomas W. Hofmann        62,282,186    2,217,397    31,428         2,618,378
Deborah L. V. Keller     64,112,283     390,008     28,720         2,618,378
Myla P. Lai-Goldman      64,124,088     377,070     29,853         2,618,378
Douglas A. Michels       62,832,980    1,666,498    31,533         2,618,378
Paolo Pucci              63,514,496     984,146     32,369         2,618,378
Patrick J. Zenner        61,623,876    2,859,923    47,212         2,618,378

Proposal 2: Our shareholders approved, on an advisory basis, our named executive officer compensation by the following vote:



     For         Against     Abstain     Broker Non-Votes
  61,300,647    3,175,285    55,079         2,618,378

Proposal 3: Our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2021 fiscal year by the following vote:



     For         Against     Abstain
  64,542,682    2,590,420    16,287






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Item 9.01 Financial Statements and Exhibits.
(d)        Exhibit No.        Description
            10.36             2016 Omnibus Incentive Compensation Plan amendment dated, May 4, 2021.
            104               The cover page from the Company's Current Report on Form 8-K, dated
                              May 4, 2021, formatted in Inline XBRL.





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