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

At the 2023 Annual Meeting held on February 28, 2023, 52,511,027 shares of the 57,178,683 shares that were outstanding and entitled to vote (91.83%), were represented in person or by proxy and constituted a quorum. The final voting results for each of the proposals submitted to a vote of shareholders at the 2023 Annual Meeting are set forth below.

Proposal 1 - The Company's shareholders elected Milton M. Morris to the Board of Directors to serve until the 2024 annual meeting of shareholders, and Michael J. Merriman, Jr., Sundaram Nagarajan, and Mary G. Puma to the Board of Directors, each to serve until the 2026 annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The votes were cast as follows:



                               Votes For    Votes Withheld     Broker Non-Votes
Milton M. Morris               49,025,465       178,880           3,306,682
Michael J. Merriman, Jr.       45,117,663      4,086,682          3,306,682
Sundaram Nagarajan             48,625,879       578,466           3,306,682
Mary G. Puma                   44,365,189      4,839,156          3,306,682


Proposal 2 - The Company's shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2022. The votes were cast as follows:



                             For             Against         Abstain
                          50,417,298        2,060,421        33,308


Proposal 3 - The Company's shareholders approved, on an advisory, non-binding basis, the compensation of the Company's named executive officers as described in the Compensation Discussion and Analysis and the accompanying tabular and narrative disclosure included in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows:



     For            Against        Abstain        Broker Non-Votes
  46,702,787       2,425,365       76,193            3,306,682


Proposal 4 - The Company's shareholders approved, on an advisory, non-binding basis, the frequency of approval of the Company's named executive officer compensation. The votes were cast as follows:



     For            Against        Abstain        Broker Non-Votes
  47,904,591        518,926        471,233            309,595


Proposal 5 - The Company's shareholders did not approve amendments to the Company's Articles of Incorporation to replace certain supermajority voting requirements with a simple majority standard as further described in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows:

--------------------------------------------------------------------------------




     For            Against         Abstain        Broker Non-Votes
  37,076,744       11,885,307       242,294           3,306,682


Proposal 6 - The Company's shareholders approved an amendment to the Company's Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law as further described in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows:



     For            Against         Abstain        Broker Non-Votes
  37,070,750       11,917,837       215,758           3,306,682


Proposal 7 - The Company's shareholders approved amendments to the Company's Regulations to replace certain supermajority voting requirements with a simple majority voting standard as further described in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows:



     For            Against         Abstain        Broker Non-Votes
  37,069,496       11,917,289       217,560           3,306,682


Proposal 8 - The Company's shareholders approved amendments to the Company's Regulations to allow the Board of Directors to amend the Company's Regulations to the extent permitted by Ohio law as further described in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows:



     For            Against         Abstain        Broker Non-Votes
  37,194,545       11,874,795       135,005           3,306,682

© Edgar Online, source Glimpses