Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders (the "Annual Meeting") of
As of
Proposal 1. The Company's stockholders elected the following nine director nominees to serve until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of the vote are summarized in the table below.
Director Nominees Votes For Votes Withheld Broker Non-Votes* Theodore P. Janulis 93,962,882 6,297,797 19,194,215 John Jeffry Louis III 94,157,242 6,103,437 19,194,215 Maria M. Miller 98,686,586 1,574,093 19,194,215 Michael E. Reed 98,372,225 1,888,454 19,194,215 Amy Reinhard 98,756,131 1,504,548 19,194,215 Debra A. Sandler 98,517,831 1,742,848 19,194,215 Kevin M. Sheehan 94,050,933 6,209,746 19,194,215 Laurence Tarica 98,849,636 1,411,043 19,194,215 Barbara W. Wall 98,868,591 1,392,088 19,194,215
Proposal 2. The Company's stockholders ratified the appointment of
Votes For Votes Against Abstentions 118,707,231 542,559 205,104
Proposal 3. The Company's stockholders approved, on an advisory basis, the Company's executive compensation. The results of the vote are summarized in the table below.
Votes For Votes Against Abstentions Broker Non-Votes* 86,077,102 13,944,543 239,034 19,194,215
Proposal 4. The Company's stockholders did not approve an amendment to the Amended and Restated Bylaws to implement majority voting in uncontested director elections. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.
Votes For Votes Against Abstentions Broker Non-Votes* 99,492,548 593,570 174,561 19,194,215
Proposal 5a. The Company's stockholders did not approve amendments to the Amended and Restated Certificate of Incorporation to eliminate the supermajority voting requirement to amend certain provisions of the Amended and Restated Certificate of Incorporation. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.
Votes For Votes Against Abstentions Broker Non-Votes* 99,405,255 659,672 195,752 19,194,215
Proposal 5b. The Company's stockholders did not approve amendments to the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to eliminate the supermajority voting requirements to amend the Amended and Restated Bylaws. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.
Votes For Votes Against Abstentions Broker Non-Votes* 99,409,203 656,272 195,204 19,194,215
Proposal 5c. The Company's stockholders did not approve amendments to the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to eliminate the supermajority voting requirements to remove directors and to appoint directors in the event that the entire Board of Directors is removed. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of our issued and outstanding shares. The results of the vote are summarized in the table below.
Votes For Votes Against Abstentions Broker Non-Votes* 99,449,930 622,671 188,078 19,194,215
* Broker non-votes are instances where a broker holding shares of record for a
beneficial owner does not vote the shares because it has not received voting
instructions from the beneficial owner and therefore is precluded by the rules
of the
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