Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of
A more complete description of the terms of the 2020 LTIP, as amended by the
2022 LTIP Amendment, can be found in " Proposal 3 - Approval of Amendment to
2020 LTIP " in the Company's definitive proxy statement filed with the
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's shareholders voted upon the following four proposals, each of which is described in more detail in the 2022 Proxy Statement . The final vote results for each proposal were as follows:
Proposal 1: Election of Directors
The shareholders elected each of the individuals set forth below to the Board to serve a one-year term expiring at the Company's 2023 annual meeting of shareholders: Shares Shares Shares Broker For Against Abstained Non-Votes Lydia I. Beebe 283,315,440 3,084,710 148,322 35,107,664 Lee M. Canaan 282,924,861 3,450,789 172,822 35,107,664 Janet L. Carrig 283,352,994 3,037,554 157,924 35,107,664 Frank C. Hu 285,614,397 746,030 188,045 35,107,664 Dr. Kathryn J. Jackson 285,156,383 1,205,006 187,083 35,107,664 John F. McCartney 283,356,519 2,997,258 194,695 35,107,664 James T. McManus II 283,322,485 3,063,803 162,184 35,107,664 Anita M. Powers 285,386,877 1,004,662 156,933 35,107,664 Daniel J. Rice IV 284,475,779 1,916,885 155,808 35,107,664 Toby Z. Rice 285,862,303 538,555 147,614 35,107,664
Proposal 2: Approval of a Non-Binding Resolution Regarding the Compensation of the Company's Named Executive Officers for 2021 (Say-on-Pay)
The shareholders approved a non-binding resolution regarding the compensation of the Company's named executive officers for 2021, with votes as follows:
Shares Shares Shares Broker For Against Abstained Non-Votes 282,630,824 3,560,733 356,915 35,107,664 2
Proposal 3: Approval of Amendment to 2020 LTIP
The 2022 LTIP Amendment to the Company's 2020 LTIP to increase the number of authorized shares under the 2020 LTIP was approved by the shareholders, with votes as follows: Shares Shares Shares Broker For Against Abstained Non-Votes 279,453,927 6,798,504 296,041 35,107,664
Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm
The appointment of
Shares Shares Shares Broker For Against Abstained Non-Votes 299,708,177 21,733,810 214,149 0 3
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