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

The Company held its Annual Meeting of Stockholders on May 24, 2023. Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. At the meeting, holders of the Company's stock were asked (1) to elect twelve directors to serve until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified, (2) to cast a non-binding, advisory vote upon the compensation of executive officers of the Company, as described in the Company's proxy statement, (3) to cast a non-binding, advisory vote on the frequency of future advisory votes on the compensation of executive officers of the Company, and (4) to ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2023.

Each share of common stock was entitled to one vote with respect to matters submitted to a vote of the Company's stockholders, and the voting results reported below are final.





Proposal 1

Each of the Company's nominees for director as listed in the proxy statement was re-elected as shown in the table below.





Director                      For        Against     Abstain   Broker Non-Vote
Glyn F. Aeppel            121,428,729   4,000,577    327,947      4,407,147
Terry S. Brown            121,304,135   4,123,939    329,179      4,407,147
Ronald L. Havner, Jr.     124,327,102   1,105,057    325,094      4,407,147
Stephen P. Hills          124,101,454   1,327,071    328,728      4,407,147
Christopher B. Howard     124,709,082    719,194     328,977      4,407,147
Richard J. Lieb           119,471,433   5,956,990    328,830      4,407,147
Nnenna Lynch              124,689,607    740,106     327,540      4,407,147
Charles E. Mueller, Jr.   124,502,886    925,448     328,919      4,407,147
Timothy J. Naughton       121,332,881   4,095,331    329,041      4,407,147
Benjamin W. Schall        125,175,095    253,115     329,043      4,407,147
Susan Swanezy             112,261,593   13,168,347   327,313      4,407,147
W. Edward Walter          118,163,203   7,272,123    321,927      4,407,147




Proposal 2

Stockholders approved the compensation paid to the Company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K. 117,885,238 votes were cast in favor of approval of such compensation, 7,435,926 votes were cast against, and there were 436,089 abstentions. There were 4,407,147 broker non-votes with respect to Proposal 2.





Proposal 3

Stockholders cast a non-binding, advisory vote recommending an annual (i.e., every one year) advisory vote on the compensation paid to the Company's named executive officers. 122,317,170 votes were cast in favor of an annual vote, as recommended by the Board of Directors, 9,797 votes were cast in favor of a vote every two years, 3,094,452 votes were cast in favor a vote every three years, and there were 335,834 abstentions. There were 4,407,147 broker non-votes with respect to Proposal 3. Based on the results of the advisory vote on the frequency of future advisory votes on executive compensation, the Company's Board of Directors has determined that the Company will hold future advisory votes on executive compensation annually until the next advisory vote on the frequency of the advisory vote on executive compensation.





Proposal 4

Stockholders ratified the selection of Ernst & Young LLP as the Company's independent auditors for fiscal year 2023. 123,977,460 votes were cast in favor of ratifying the selection of Ernst & Young LLP, 6,161,539 votes were cast against, and there were 25,401 abstentions. There were no broker non-votes with respect to Proposal 4.




Item 8.01 Other Events.

As part of its Board composition and succession planning process, on May 24, 2023, the Board of Directors voted to appoint Terry S. Brown as the Company's Lead Independent Director. W. Edward Walter, who previously served in that role since May 2019, will continue to serve on the Board's Compensation Committee and Nominating, Governance and Corporate Responsibility Committee.

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