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 (the "Annual Meeting") of
The principal features of the Omnibus Plan are described in detail under
"Proposal 4 - Approval of an Amendment and Restatement of the
For the purposes of
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the shareholders of the Company voted on the following five proposals, each of which is described in detail in the Proxy Statement. The results of each matter voted upon are as follows:
Proposal No. 1: Election of Directors. The shareholders elected the following individuals to the Company's Board of Directors, to serve until the close of the Company's 2024 Annual Meeting of Shareholders, their successors are duly elected or appointed, or such director's earlier resignation or removal:
For Against Broker Non-Votes Nathalie Bernier 344,100,848 124,733 2,315,925 Richard U. De Schutter 344,094,979 130,602 2,315,925 Gary Hu 344,016,782 208,799 2,315,925 Brett Icahn 344,072,707 152,874 2,315,925 Sarah B. Kavanagh 343,989,666 235,915 2,315,925 John A. Paulson 344,095,439 130,142 2,315,925 Russel C. Robertson 344,098,056 127,525 2,315,925 Thomas W. Ross, Sr. 340,211,351 4,014,230 2,315,925 Brenton L. Saunders 342,408,245 1,817,336 2,315,925 Andrew C. von Eschenbach 343,985,915 239,666 2,315,925
Proposal No. 2: Advisory Vote on Executive Compensation. The shareholders approved, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Proxy Statement.
For Against Abstain Broker Non-Votes 338,615,408 5,599,325 10,848 2,315,925
Proposal No. 3: Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation. The shareholders approved, on a non-binding advisory basis, the frequency of the shareholder vote to approve the compensation of the Company's Named Executive Officers as described in the Proxy Statement as follows:
1 Year 2 Years 3 Years Abstain Broker Non-Votes 341,717,168 1,808 2,501,898 4,707 2,315,925
In light of the voting results with respect to the shareholders' advisory vote on the frequency of future advisory votes on the compensation of the Company's Named Executive Officers (the "say-on-frequency proposal"), and in accordance with the recommendation of the Company's Board of Directors, the Company will hold future advisory votes on the compensation of the Company's Named Executive Officers on an annual basis until the next shareholder advisory vote on the say-on-frequency proposal.
--------------------------------------------------------------------------------
Proposal No. 4: Approval of an Amendment and Restatement of the Company's 2022 Omnibus Incentive Plan to Increase the Number of Common Shares Authorized for Issuance Thereunder. The shareholders approved an amendment and restatement of the Company's 2022 Omnibus Incentive Plan.
For Against Abstain Broker Non-Votes 334,690,271 9,528,109 7,201 2,315,925
Proposal No. 5: Appointment of the Independent Registered Public Accounting
Firm. The shareholders appointed
For Withheld 346,413,418 128,088 -------------------------------------------------------------------------------- Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
By: /s/A. Robert D. Bailey Name :A. Robert D. Bailey Title: Executive Vice President & Chief Legal Officer
Date:
© Edgar Online, source