Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. Election of Directors. Shareholders elected ten directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified. The vote totals for each of these individuals is set forth below:
Director Shares For Shares Against Shares Abstained Mark W. Begor 112,123,818 230,186 66,381 Mark L. Feidler 106,959,227 5,289,247 171,911 Karen L. Fichuk 112,172,657 157,399 90,329 G. Thomas Hough 111,223,734 1,123,773 72,878 Robert D. Marcus 99,436,483 12,913,028 70,874 Scott A. McGregor 111,534,723 700,807 184,855 John A. McKinley 109,590,168 2,646,924 183,293 Melissa D. Smith 110,144,186 2,198,291 77,908 Audrey Boone Tillman 111,321,130 1,026,612 72,643 Heather H. Wilson 111,643,957 573,790 202,638
There were 4,332,169 broker non-votes with respect to each director nominee listed above.
2. Advisory Vote to Approve Named Executive Officer Compensation. Shareholders did not approve, on a non-binding, advisory basis, the compensation paid to the Company's named executive officers. The vote totals were 47,761,362 shares for, 63,985,335 shares against, 673,688 share abstentions and 4,332,169 broker non-votes.
3. Advisory Vote on Frequency of Future Say-on-Pay Votes. Shareholders approved, on a non-binding, advisory basis, annual frequency for future votes to approve named executive officer compensation. The vote totals were 111,157,921 shares for one-year (i.e. annual) frequency, 40,601 shares for two-year frequency, 1,121,600 shares for three-year frequency and 100,263 share abstentions. The Company will conduct an annual advisory vote on executive compensation until the next required vote on the frequency of such votes.
4. Ratification of Appointment of Independent Registered Public Accounting Firm.
Shareholders ratified the appointment of
5. Approval of the 2023 Omnibus Incentive Plan. Shareholders approved the 2023 Omnibus Incentive Plan. The vote totals were 108,520,843 shares for, 3,711,907 shares against, 187,635 share abstentions and 4,332,169 broker non-votes.
6. Shareholder Proposal Regarding a Racial Equity Audit. A shareholder proposal regarding a racial equity audit was not approved. The vote totals were 33,544,714 shares for, 75,239,491 shares against, 3,636,180 share abstentions and 4,332,169 broker non-votes.
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