Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Mr.
The Annual Meeting of Stockholders was held on
2 -------------------------------------------------------------------------------- 1. The following nine Directors were elected to serve until the 2021 Annual Meeting of Stockholders.Martin R. Benante Votes for 49,746,569 Votes against 240,873 Abstained 78,264 Broker non-votes 3,724,610Donald G. Cook Votes for 49,266,445 Votes against 739,072 Abstained 60,189 Broker non-votes 3,724,610Michael Dinkins Votes for 49,606,423 Votes against 362,841 Abstained 96,442 Broker non-votes 3,724,610Ronald C. Lindsay Votes for 49,752,042 Votes against 238,528 Abstained 75,136 Broker non-votes 3,724,610Ellen McClain Votes for 49,645,868 Votes against 355,640 Abstained 64,197 Broker non-votes 3,724,610Charles G. McClure , Jr. Votes for 49,729,921 Votes against 255,238 Abstained 80,547 Broker non-votes 3,724,610 Max.H. Mitchell Votes for 49,723,822 Votes against 271,417 Abstained 70,466 Broker non-votes 3,724,610Jennifer M. Pollino Votes for 49,632,857 Votes against 371,951 Abstained 60,898 Broker non-votes 3,724,610James L. L. Tullis Votes for 45,646,715 Votes against 4,244,102 Abstained 174,888 Broker non-votes 3,724,610
A nominee for the Board of Directors in an uncontested election is elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present in person or represented by proxy and entitled to vote at the meeting. Abstentions and broker non-votes are not treated as votes cast and therefore had no effect on the election of Directors.
3 -------------------------------------------------------------------------------- 2. The stockholders approved the selection ofDeloitte & Touche LLP as independent auditors for the Company for 2020. Votes for 52,110,436 Votes against 1,629,698 Abstained 50,181 Broker non-votes -
Approval of this proposal required the affirmative vote of a majority of the votes cast by the holders of shares of common stock present in person or represented by proxy and entitled to vote at the meeting. Abstentions and broker non-votes are not treated as votes cast and therefore had no effect on this proposal.
3. The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement. Votes for 47,296,621 Votes against 2,621,038 Abstained 148,046 Broker non-votes 3,724,610
Approval of this proposal required the affirmative vote of a majority of the votes cast by the holders of shares of common stock present in person or represented by proxy and entitled to vote at the meeting. Abstentions and broker non-votes are not treated as votes cast and therefore had no effect on this proposal.
Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits.
(a) None (b) None (c) None (d) Exhibits 99.1 Press Release, datedApril 28, 2020 . 4
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