Item 5.07. Submission of Matters to a Vote of Security Holders.
Proposal 1 - Election of Directors
Shareholders elected the following thirteen directors, each to serve for a one-year term, by the following count:
Votes For Votes Against Abstentions Broker Non-Votes Thomas D. Bell, Jr. 158,780,029 6,916,082 936,426 29,479,938 Mitchell E. Daniels, Jr. 145,256,152 19,649,964 1,726,421 29,479,938 Marcela E. Donadio 161,335,811 4,592,569 704,157 29,479,938 John C. Huffard, Jr. 161,623,613 4,237,424 771,500 29,479,938 Christopher T. Jones 154,076,417 12,108,730 447,390 29,479,938 Thomas C. Kelleher 163,526,063 2,354,791 751,683 29,479,938 Steven F. Leer 154,782,828 11,398,805 450,904 29,479,938 Michael D. Lockhart 145,578,853 20,288,496 765,188 29,479,938 Amy E. Miles 158,463,420 7,760,041 409,076 29,479,938 Claude Mongeau 156,211,280 9,614,605 806,652 29,479,938 Jennifer F. Scanlon 152,345,356 13,783,670 503,511 29,479,938 Alan H. Shaw 163,510,409 2,347,826 774,302 29,479,938 John R. Thompson 154,072,274 11,968,378 591,885 29,479,938
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
Shareholders ratified the appointment of
Votes For Votes Against Abstentions 187,256,960 8,481,546 373,969
Proposal 3 - Advisory Resolution on Executive Compensation ("Say on Pay")
Shareholders approved, on an advisory basis, the resolution on executive compensation, as disclosed in the proxy statement for the 2023 Annual Meeting of Shareholders, by the following count:
Votes For Votes Against Abstentions Broker Non-Votes 140,062,545 25,616,561 953,431 29,479,938
Proposal 4 - Frequency of Advisory Resolution on Executive Compensation ("Say on Frequency")
Shareholders approved, on an advisory basis, a one year frequency for the resolution on executive compensation, by the following count:
One Year Two Years Three Years Abstentions Broker Non-Votes 161,801,984 507,299 3,672,352 650,902 29,479,938
Proposal 5 - Shareholder Proposal Regarding Street Name and Non-Street Name Shareholders' Rights to Call a Special Meeting
Shareholders did not approve a shareholder proposal regarding street name and non-street name shareholders' rights to call a special meeting, by the following count:
Votes For Votes Against Abstentions Broker Non-Votes 75,205,214 90,363,576 1,063,747 29,479,938
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