Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal 1 - Election of Directors
Shareholders elected the Company's eleven (11) nominees to serve as directors on the Company's Board of Directors until the 2024 annual meeting of shareholders, and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. The voting results for this proposal were as follows: Company Nominees For Against Abstain Broker Non-Votes Michael R. Burns 109,522,030 2,041,981 132,259 10,081,436 Hope F. Cochran 108,285,689 2,142,618 1,267,963 10,081,436 Christian P. Cocks 110,911,904 660,177 124,189 10,081,436 Lisa Gersh 102,784,911 8,753,570 157,789 10,081,436 Elizabeth Hamren 110,235,037 1,289,952 171,281 10,081,436 Blake Jorgensen 110,627,162 890,513 178,595 10,081,436 Tracy A. Leinbach 105,330,286 6,191,521 174,463 10,081,436 Laurel J. Richie 108,890,634 2,634,972 170,664 10,081,436 Richard S. Stoddart 110,141,926 1,399,550 154,794 10,081,436 Mary Beth West 109,599,159 1,970,657 126,454 10,081,436 Linda Zecher Higgins 110,573,142 965,329 157,799 10,081,436
Proposal 2 - Advisory Vote to Approve the Compensation of the Company's Named Executive Officers
Shareholders approved, on an advisory basis, the compensation of the Company's named executive officers, as such compensation is disclosed in the "Compensation Discussion and Analysis" and "Executive Compensation" sections in the Proxy. The voting results for this proposal were as follows:
For Against Abstained Broker Non-Votes 102,067,277 9,484,857 144,136 10,081,436
Proposal 3 - Advisory Vote on the Frequency of the Shareholder Vote to Approve the Compensation of the Company's Named Executive Officers
Shareholders approved, on an advisory basis, having the shareholder vote on the compensation for the Company's Named Executive Officers annually (every one year), as opposed to every two years or every three years. The voting results for this proposal were as follows:
1 Year 2 Years 3 Years Abstained Broker Non-Votes 109,010,497 75,142 2,535,755 74,876 10,081,436
The Board had recommended to shareholders that the vote on the Compensation of the Company's Named Executed Officers be held every one year, and in accordance with the results on this vote it is the intent of the Board to submit the vote on the Compensation of the Company's Named Executive Officers to the shareholders every year.
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Proposal 4 -Approve Amendments to the Company's 2003 Stock Incentive Performance Plan
Shareholders approved the amendments to the Company's Restated 2003 Stock Incentive Performance Plan, as such amendments are described in the Proxy. The voting results for this proposal were as follows:
For Against Abstain Broker Non-Votes 105,090,078 6,421,293 184,899 10,081,436
Proposal 5 - Ratification of the Selection of Independent Registered Public Accounting Firm
Shareholders ratified the selection of
For Against Abstained 114,044,251 7,642,060 91,395
No other matters were properly presented for consideration or shareholder action at the Annual Meeting.
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