Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2021 Annual Meeting of Stockholders of the Company (the "Annual Meeting")
was held on May 19, 2021. As of the close of business on March 23, 2021, the
record date for the Annual Meeting, there were 94,535,739 shares of common stock
entitled to vote, of which there were 85,244,517 shares present at the Annual
Meeting in person or by proxy. At the Annual Meeting, stockholders voted on
three matters: (i) the election of three Class I Directors for a term of three
years expiring at the 2024 Annual Meeting of Stockholders, (ii) an advisory vote
on the compensation paid to the Company's named executive officers, and (iii)
the ratification of the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2021. The voting results were as follows:
• Election of three Class I Directors for a term of three years expiring at the
2024 Annual Meeting of Stockholders.
William H. Rastetter, Ph.D. For 70,689,819 Withheld 9,590,937
George J. Morrow
For 75,617,578 Withheld 4,663,178
Leslie V. Norwalk For 63,595,461 Withheld 16,685,295
There were 4,963,761 broker non-votes for this proposal.
The three nominees for Class I Director were elected. The Class II Directors,
Richard F. Pops, Shalini Sharp and Stephen A. Sherwin, M.D., will continue in
office until the 2022 Annual Meeting of Stockholders or until their earlier
death, resignation or removal. The Class III Directors, Kevin C. Gorman, Ph.D.,
Gary A. Lyons and Johanna Mercier will continue in office until the 2023 Annual
Meeting of Stockholders, or until their earlier death, resignation or removal.
• An advisory vote on the compensation paid to the Company's named executive
officers.
Shares Voted: For 77,232,378 Against 2,952,915 Abstain 95,463
Percent of Voted: For 96.20 % Against 3.67 %
There were 4,963,761 broker non-votes for this proposal.
The compensation of the Company's named executive officers, as disclosed in the
Proxy Statement, was approved on an advisory basis.
•Ratification of the appointment of Ernst & Young LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2021.
Shares Voted: For 82,408,785 Against 2,768,444 Abstain 67,288
Percent of Voted: For 96.67 % Against 3.24 %
The appointment of Ernst & Young LLP was ratified.
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