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 held on May 20, 2021, Registrant's shareholders voted to approve Registrant's amended and restated Equity Compensation Plan for Non-Employee Directors (the "Plan"). The Plan was amended and restated primarily to increase, by 500,000 shares, the number of shares of Registrant's common stock reserved for issuance under the Plan and to include a limitation on the annual total non-employee director compensation of $750,000, covering both annual cash retainers and annual equity retainers. A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing does not purport to be a complete description of the terms of the Plan, and is qualified in its entirety by reference to the Plan.





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Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) On May 20, 2021, Registrant held its Annual Meeting of Shareholders.

(b) Shareholders voted on the matters set forth below as follows:

1. Election of directors. All nominees for director were elected.





Name                             For        Against     Abstain   Non Votes
Keith Cozza                  148,437,572   1,679,663    232,428   14,912,841
Joseph J. Echevarria         142,317,866   7,801,478    230,319   14,912,841
Cheryl G. Krongard           125,677,750   24,448,940   222,972   14,912,841
Scott Letier                 131,325,835   18,785,767   238,061   14,912,841
Nichelle Maynard-Elliott     149,301,743    819,565     228,018   14,912,841
Steven D. Miller             148,748,709   1,337,472    263,482   14,912,841
James L. Nelson              138,056,702   12,051,679   241,282   14,912,841
Margarita Paláu-Hernández    141,903,159   8,206,920    239,584   14,912,841
Giovanni ("John") Visentin   149,318,273    784,899     246,491   14,912,841

2. Ratification of selection of PricewaterhouseCoopers LLP as Registrant's independent registered public accounting firm for 2021. The selection of PricewaterhouseCoopers LLP was ratified.





    For        Against    Abstain   Non Votes
161,642,115   3,382,387   237,610       0

3. Approval, on an advisory basis, of the 2020 compensation of Registrant's Named Executive Officers, as disclosed in Registrant's 2021 Proxy Statement. The 2020 compensation of Registrant's Named Executive Officers, as disclosed in Registrant's 2021 Proxy Statement, was not approved on an advisory basis.





   For         Against     Abstain   Non Votes
45,665,167   103,841,116   843,380   14,912,841

4. Proposal to approve the Company's amended and restated Equity Compensation Plan for Non-Employee Directors. The proposal to approve the Company's amended and restated Equity Compensation Plan for Non-Employee Directors was approved.





    For        Against    Abstain   Non Votes
146,041,880   3,892,075   415,683   14,912,841




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5. Shareholder Proposal for shareholder action by written consent, if properly presented to the meeting. The proposal to approve shareholder action by written consent was approved.





   For        Against      Abstain     Non Votes
95,104,033   24,961,039   30,284,292   14,912,841

6. Election of Aris Kekedjian as a Director. The proposal to elect Aris Kekedjian as a Director was approved.





    For        Against    Abstain   Non Votes
142,604,480   6,138,481   318,159   16,103,594

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
  No.                               Description of Exhibit

10.1          Registrant's Amended and Restated Equity Compensation Plan for
            Non-Employee Directors (2021 Restatement).

104         Cover Page Interactive File (the cover page tags are embedded within
            the Inline XBRL document).




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