Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 4, 2023, the Company held its Annual Meeting of Stockholders, at which four proposals were voted upon. The results of the vote are as follows:

Proposal 1 - Election of directors; the following persons were duly elected to serve, subject to the Company's By-laws, as Directors of the Company until the next Annual Meeting, or until election and qualification of their successors:



                             For            Withheld

Gregory L. Christopher     47,653,806        2,166,681
Elizabeth Donovan          30,518,549       19,301,938
William C. Drummond        49,288,567          531,920
Gary S. Gladstein          48,006,800        1,813,687
Scott J. Goldman           44,595,850        5,224,637
John B. Hansen             45,416,603        4,403,884
Terry Hermanson            41,353,754        8,466,733
Charles P. Herzog, Jr.     49,244,575          575,912

Proposal 2 - The Company's stockholders approved the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2023:



   For       Against   Abstain
51,142,400   974,037   140,911

Proposal 3 - The Company's stockholders approved an advisory vote on the compensation of the Company's named executive officers:



   For        Against    Abstain   Broker Non-Votes
41,384,834   8,248,601   187,052      2,436,861

Proposal 4 - The Company's stockholders approved, on an advisory basis, the frequency of future advisory votes regarding the compensation of the Company's named executive officers:



  1 Year     2 Years    3 Years    Abstain
46,906,065   144,838   2,732,429   37,155

After considering the outcome of the advisory shareholder vote, the Company's Board of Directors determined that, consistent with the results of the shareholder advisory vote, as had been recommended by the Board of Directors, the Company will hold future shareholder advisory votes on executive compensation on an annual basis.




Item 8.01 Other Events.

On May 5, 2023, the Company issued a press release announcing that its Board of Directors has declared a regular quarterly dividend of 30 cents per share on its common stock. The dividend will be payable June 16, 2023, to shareholders of record on June 2, 2023. A copy of the press release announcing the payment and record dates is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release, dated May 5, 2023.

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