Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The
The Board of Directors (the "Board") of
The above description of the Charter Amendment is a summary of the material terms thereof and is qualified in its entirety by reference to the completed Charter Amendment, a copy of which is attached hereto as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of the Company held on
Proposals 1-10 - Election of Directors. The following nominees for directors were elected to serve one-year terms expiring at the 2024 annual meeting of shareholders by the majority of shares voted, excluding abstentions and broker non-votes. Broker Nominee For Against Abstentions Non-Votes Annell R. Bay 205,168,394 23,869,059 332,665 35,363,089 John J. Christmann IV 226,740,586 2,305,151 324,381 35,363,089 Juliet S. Ellis 222,503,654 6,530,728 335,735 35,363,089 Charles W. Hooper 224,006,567 5,009,606 353,944 35,363,089 Chansoo Joung 218,120,824 10,911,886 337,406 35,363,089 H. Lamar McKay 222,729,685 6,295,477 344,956 35,363,089 Amy H. Nelson 223,359,985 5,674,454 335,679 35,363,089 Daniel W. Rabun 224,905,477 4,131,488 333,152 35,363,089 Peter A. Ragauss 226,418,854 2,607,952 343,312 35,363,089 David L. Stover 226,605,393 2,429,437 335,288 35,363,089
Proposal 11 - Ratification of Appointment of Independent Auditor. The
appointment of
Broker For Against Abstentions Non-Votes 255,973,436 8,373,532 386,238 -
Proposal 12 - Non-Binding Advisory Vote on Executive Compensation. In a non-binding advisory vote to approve the compensation of the Company's named executive officers as disclosed in the Company's 2023 proxy statement (commonly known as "say on pay"), the compensation of the Company's named executive officers was approved by the majority of shares voted, excluding abstentions and broker non-votes.
Broker For Against Abstentions Non-Votes 216,122,313 12,645,364 602,440 35,363,089
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Proposal 13 - Non-Binding Advisory Vote on Frequency of Advisory Vote on Executive Compensation. In a non-binding advisory vote on the frequency of the advisory vote to approve the compensation of the Company's named executive officers (commonly known as "say when on pay"), the frequency of "one year" was approved by the majority of shares voted, excluding abstentions and broker non-votes.
Broker 1 Year 2 Years 3 Years Abstentions Non-Votes 225,544,037 355,858 3,081,998 388,224 35,363,089
After the annual meeting, the Board considered the outcome of this vote and determined that the Company will hold future non-binding advisory votes to approve the compensation of the Company's named executive officers every year until the Board otherwise determines that a different frequency for such non-binding advisory vote is in the best interest of the Company or until the next required vote on the frequency of such votes.
Proposal 14 - Approval of the Charter Amendment. The Charter Amendment, as described in the Company's 2023 proxy statement and in Item 5.03 above, was approved by the majority of shares outstanding.
Broker For Against Abstentions Non-Votes 184,431,625 44,144,546 793,946 35,363,089
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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