ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
On
A more detailed description of the First Amendment to the 2019 Incentive Plan
was included in the Company's Proxy Statement dated
The foregoing and the summary of the First Amendment to the 2019 Incentive Plan in the Proxy Statement are not complete summaries of the terms of the First Amendment to the 2019 Incentive Plan and are qualified by reference to the full text of the First Amendment to the 2019 Incentive Plan, which was attached as Appendix A to the Proxy Statement and is attached hereto as Exhibit 10.4 and incorporated by reference.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a)
May 12, 2020 . (b) The stockholders: • elected each of the seven director nominees listed below to hold office until the 2021 annual meeting of stockholders, or until his or her successor has been elected and qualified; • ratified the appointment ofPricewaterhouseCoopers LLP as independent registered public accounting firm for the 2020 fiscal year; • adopted a non-binding resolution approving executive compensation; and • approved the First Amendment to theResolute Forest Products 2019 Equity Incentive Plan.
1. Vote on the election of directors:
Broker For Against Abstain non-votes Randall C. Benson 70,113,685 1,318,929 35,410 5,312,821 Suzanne Blanchet 70,513,477 936,628 17,919 5,312,821 Jennifer C. Dolan 70,397,305 1,050,752 19,967 5,312,821 Yves Laflamme 70,528,217 924,054 15,753 5,312,821 Bradley P. Martin 70,153,732 1,280,482 33,810 5,312,821 Alain Rhéaume 69,915,929 1,528,201 23,894 5,312,821 Michael S. Rousseau 70,141,677 1,305,731 20,616 5,312,821
2. Vote on the ratification of the appointment of
For 76,075,729 Against 683,916 Abstain 21,200 Broker non-votes 0
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3. Advisory vote to approve executive compensation:
For 65,516,174 Against 5,880,233 Abstain 71,616 Broker non-votes 5,312,822
4. Approval of the company's First Amendment to the 2019 Equity Incentive Plan
and its material terms: For 70,316,249 Against 1,114,199 Abstain 37,575 Broker non-votes 5,312,822
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit Number Description 10.4 First Amendment to theResolute Forest Products 2019 Equity Incentive Plan
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