Item 5.07. Submission of Matters to a Vote of Security Holders.
To elect three Class I directors to serve for a three-year term of office expiring at the 2026 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;
To ratify the appointment of
To approve the advisory vote on the compensation of our named executive officers; and
To vote, on an advisory basis, on the frequency of future advisory votes on the compensation of our named executive officers.
The proposals are described in detail in the Company's definitive proxy
statement filed with the
The number of shares of common stock entitled to vote at the Annual Meeting was
463,947,473, consisting of 69,498,992 shares of the Company's Class A common
stock, par value
The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 430,708,096. The following proposals were submitted to a vote of the Company's stockholders at the Annual Meeting, and the voting results were as follows:
(1) Election of Directors: The three nominees named in the Company's 2023 proxy
statement were elected to serve a three-year term expiring at the 2026 annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal: BROKER FOR AGAINST ABSTAIN NON-VOTE Paul Abbott 427,108,435 1,064,731 1,610 2,533,320 Eric Hart 427,040,903 1,129,472 4,401 2,533,320
(2) Ratification of Appointment of Independent Registered Accounting Firm: The
appointment ofKPMG LLP to serve as the Company's independent registered accounting firm for fiscal year 2023 was ratified as follows: FOR AGAINST ABSTAIN 430,692,978 14,898 220
(3) Advisory Approval of the Compensation of our Named Executive Officers: The
proposal to approve, on an advisory basis, the compensation of the Company's named executive officers, as described in the Company's 2023 proxy statement, was approved by the following votes: BROKER FOR AGAINST ABSTAIN NON-VOTE 427,131,862 1,024,200 18,714 2,533,320
(4) Advisory Vote on the Frequency of the Advisory Vote on Executive
Compensation: A majority of the Company's shareholders recommended, on a
non-binding advisory basis, to hold an advisory vote on the compensation of
the Company's named executive officers on a three-year basis, by the votes
set forth in the table below:
BROKER 1 YEAR 2 YEARS 3 YEARS ABSTAIN NON-VOTE 6,830,238 10,713 421,326,327 7,498 2,533,320
The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company's Board of Directors, that the Company will include an advisory vote on the compensation of the Company's named executive officers in its proxy materials every three years until the next required vote on the frequency of stockholder votes on executive compensation.
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