Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders held on
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On
(b) Shareholders voted on the matters set forth below as follows:
1. Election of directors. All nominees for director were elected.
Name For Against Abstain Non Votes Keith Cozza 148,437,572 1,679,663 232,428 14,912,841 Joseph J. Echevarria 142,317,866 7,801,478 230,319 14,912,841 Cheryl G. Krongard 125,677,750 24,448,940 222,972 14,912,841 Scott Letier 131,325,835 18,785,767 238,061 14,912,841 Nichelle Maynard-Elliott 149,301,743 819,565 228,018 14,912,841 Steven D. Miller 148,748,709 1,337,472 263,482 14,912,841 James L. Nelson 138,056,702 12,051,679 241,282 14,912,841 Margarita Paláu-Hernández 141,903,159 8,206,920 239,584 14,912,841 Giovanni ("John") Visentin 149,318,273 784,899 246,491 14,912,841
2. Ratification of selection of
For Against Abstain Non Votes 161,642,115 3,382,387 237,610 0
3. Approval, on an advisory basis, of the 2020 compensation of Registrant's Named Executive Officers, as disclosed in Registrant's 2021 Proxy Statement. The 2020 compensation of Registrant's Named Executive Officers, as disclosed in Registrant's 2021 Proxy Statement, was not approved on an advisory basis.
For Against Abstain Non Votes 45,665,167 103,841,116 843,380 14,912,841
4. Proposal to approve the Company's amended and restated Equity Compensation Plan for Non-Employee Directors. The proposal to approve the Company's amended and restated Equity Compensation Plan for Non-Employee Directors was approved.
For Against Abstain Non Votes 146,041,880 3,892,075 415,683 14,912,841 3
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5. Shareholder Proposal for shareholder action by written consent, if properly presented to the meeting. The proposal to approve shareholder action by written consent was approved.
For Against Abstain Non Votes 95,104,033 24,961,039 30,284,292 14,912,841
6. Election of
For Against Abstain Non Votes 142,604,480 6,138,481 318,159 16,103,594
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 10.1 Registrant's Amended and Restated Equity Compensation Plan for Non-Employee Directors (2021 Restatement). 104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). 4
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