Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the 2022 Annual Meeting of Shareholders (the "Annual Meeting") of
A Certificate of Amendment setting forth the Supermajority Elimination Amendment
was filed with the Secretary of State of the
The foregoing description is qualified in its entirety by reference to the text of the Certificate of Amendment attached hereto as Exhibit 3.1 to this Current Report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on
Proposal 1: To elect the eight directors named in the Proxy Statement to terms expiring at the 2023 Annual Meeting of Shareholders of the Company and until their successors are duly elected and qualified. Each nominee for director was elected by a vote of the shareholders as follows:
Broker Non- For Against Abstain Votes
311,140,504 737,946 96,562 13,170,247 Kate D. Mitchell 301,863,000 10,016,737 95,275 13,170,247 Jeannine Sargent 309,422,947 2,456,506 95,559 13,170,247 Alan G. Spoon 294,534,221 16,963,058 477,733 13,170,247
Proposal 2: To approve on an advisory basis the Company's named executive officer compensation. The proposal was approved by a vote of the shareholders as follows:
For 279,559,346 Against 32,126,333 Abstain 289,333 Broker Non-Votes 13,170,247
Proposal 3: To ratify the selection of
For 306,271,544 Against 18,743,133 Abstain 130,582 2
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Proposal 4: To approve an amendment to the Company's Restated Certificate of Incorporation to eliminate the supermajority voting requirements. The proposal was approved by a vote of the shareholders as follows
For 311,641,333 Against 189,617 Abstain 144,062 Broker Non-Votes 13,170,247
Proposal 5: To consider and act upon a shareholder proposal regarding elimination of the supermajority voting requirements. The proposal was approved by a vote of the shareholders as follows:
For 172,447,899 Against 139,179,137 Abstain 347,976 Broker Non-Votes 13,170,247
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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