Item 5.07 Submission of Matters to a Vote of Security Holders.
Proposal 1: Shareholders elected the eleven director nominees named in the 2023 Proxy Statement for one-year terms to expire at the next annual meeting of shareholders. Broker Nominees Votes For Votes Against Abstentions Non-Votes David M. Cordani 235,236,359 15,494,846 1,008,376 18,315,429 William J. DeLaney 247,755,955 3,682,674 300,952 18,315,429 Eric J. Foss 239,563,836 11,872,228 303,517 18,315,429
250,261,620 1,182,810 295,151 18,315,429 George Kurian 247,075,171 4,363,507 300,903 18,315,429 Kathleen M. Mazzarella 240,419,377 11,047,115 273,089 18,315,429 Mark B. McClellan, M.D., Ph.D. 248,378,860 3,073,143 287,578 18,315,429 Kimberly A. Ross 249,619,856 1,845,221 274,504 18,315,429 Eric C. Wiseman 244,478,214 6,965,820 295,547 18,315,429 Donna F. Zarcone 234,520,003 16,951,139 268,439 18,315,429
In addition, shareholders voted on the following proposals and cast their votes as described below.
Proposal 2: Advisory approval of
Votes For Votes Against Abstentions Broker Non-Votes 221,436,565 29,691,242 611,774 18,315,429
Proposal 3: Advisory approval of the frequency of future advisory votes on executive compensation.
One Year Two Years Three Years Abstentions 247,538,876 179,056 3,654,770 366,879
Based on the results of the vote, and consistent with the recommendation of the Board of Directors of the Company (the "Board"), the Board has determined that future non-binding votes of shareholders to approve the compensation of the named executive officers will be submitted annually to the Company's shareholders until the next non-binding shareholder vote on the frequency of shareholder votes on executive compensation, or until the Board otherwise determines a different frequency for such non-binding votes.
Proposal 4: Ratification of the appointment of
Votes For Votes Against Abstentions 252,867,500 16,905,824 281,686
Proposal 5: Approval of an amendment to our Restated Certificate of Incorporation to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law.
Votes For Votes Against Abstentions Broker Non-Votes 222,860,732 28,396,757 482,092 18,315,429
Proposal 6: Shareholder Proposal - Special shareholder meeting improvement.
Votes For Votes Against Abstentions Broker Non-Votes 117,434,728 133,649,193 655,660 18,315,429
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