Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On
Amendment and Restatement of the LTPP
At the Annual Meeting, the Company's stockholders approved the amendment and
restatement of the LTPP, which increased the number of shares of the Company's
common stock, par value
Amendment to the Severance Plan
Each of
As with the other benefits provided under the Severance Plan, eligibility to receive the Eligible Retirement Benefit is subject to the execution and non-revocation of a separation agreement and general release that will include, among other things, a general release of claims in favor of the Company; confidentiality and trade secret commitments; a two-year non-solicitation covenant relating to Company employees; and, except where prohibited by law or otherwise waived by the Company, a two-year non-solicitation covenant relating to Company clients. The Eligible Retirement Benefit will also be subject to inclusion of a two-year non-competition commitment, except where prohibited by law or otherwise waived by the Company. Of the Named Executive Officers, Messrs. Schroeter, Keinan and Sebold currently meet the age and service conditions to receive the Eligible Retirement Benefit under the Severance Plan upon a Termination Without Cause.
The amendment to the Severance Plan is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting on
Proposal 1-Election of Directors
Each director nominee received the support of more than 96% of the votes cast:
Name Votes For Votes Against Abstentions Broker Non-Votes Janina Kugel 118,539,801 3,700,556 835,014 59,466,525 Denis Machuel 119,553,143 2,651,165 871,063 59,466,525 Rahul N. Merchant 119,555,653 2,650,722 868,996 59,466,525
Proposal 2-Advisory Vote to Approve Executive Compensation
81% of the votes present and entitled to vote approved the compensation of the Company's named executive officers:
Votes For Votes Against Abstentions Broker Non-Votes 99,802,365 21,625,128 1,647,878 59,466,525
Proposal 3-Advisory Vote regarding Frequency of Future Advisory Votes on Executive Compensation
96% of the votes present and entitled to vote approved of holding future advisory votes on executive compensation every year:
One Year Two Years Three Years Abstentions Broker Non-Votes 118,216,013 524,356 3,050,636 1,284,366 59,466,525
Proposal 4-Approval of Amendment and Restatement of the
92% of the votes present and entitled to vote approved the amendment and restatement of the LTPP:
Votes For Votes Against Abstentions Broker Non-Votes 113,338,188 8,264,831 1,472,352 59,466,525
Proposal 5-Ratification of the Appointment of the Independent Registered Public Accounting Firm
99% of the votes present and entitled to vote ratified the appointment of
Votes For Votes Against Abstentions Broker Non-Votes 180,368,819 1,216,900 956,177 0
In light of the vote with respect to Proposal 3 set forth above, the Company intends to include an advisory vote to approve the compensation paid to its named executive officers every year until the next required advisory vote on the frequency of future advisory votes on executive compensation. The Company is required to hold an advisory vote on frequency every six years.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description
10.1 Amended and Restated Kyndryl 2021 Long-Term Performance Plan (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-8 filed onJuly 29, 2022 ) 10.2 Amendment to theKyndryl Executive Severance Plan and Executive Retirement Policy 104 Cover Page Interactive Data File (embedded in the Inline XBRL document)
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