Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company's 2021 annual meeting of shareholders (the "Annual Meeting") was
held on
Management Proposals:
1. Election to the Board of the following ten director nominees:
For Withheld Thomas H. Barr 15,337,161 2,161,811 Carl T. Berquist 15,336,638 2,162,334 Sandra B. Cochran 15,249,396 2,249,576 Meg G. Crofton 15,342,584 2,156,388 Gilbert R. Dávila 15,331,306 2,167,666 William W. McCarten 15,193,515 2,305,457 Coleman H. Peterson 15,205,617 2,293,355 Gisel Ruiz 15,331,736 2,167,236 Darryl L. Wade 17,381,721 117,251 Andrea M. Weiss 14,728,273 2,770,699
* The Company's proxy solicitor,
Company that Okapi determined that certain entities affiliated with Sardar
Biglari (collectively, "Biglari") withheld approximately 2 million votes for
Messrs. Barr, Berquist, Dávila, McCarten, Peterson, and, Mses. Cochran,
Crofton, Ruiz and Weiss.
The following ten directors were elected at the Annual Meeting:
2. Approval, on an advisory basis, of the compensation of the Company's named executive officers as disclosed in the Company's 2021 proxy statement ("say-on-pay"):
For Against Abstentions 14,872,110 2,521,499 105,363
* Okapi has informed the Company that Okapi determined that Biglari voted
approximately 2 million shares against this proposal.
Broadridge has advised the Company that there were 3,203,794 broker non-votes on proposal 2.
3. Approval of the Company's shareholder rights plan:
For Against Abstentions 12,957,661 4,498,241 43,070
* Okapi has informed the Company that Okapi determined that Biglari voted
approximately 2 million shares against this proposal.
Broadridge has advised the Company that there were 3,203,794 broker non-votes on proposal 3.
4. Ratification of the appointment of
For Against Abstentions 19,822,240 843,850 36,676
Broadridge has advised the Company that there were zero broker non-votes on proposal 4.
Shareholder Proposal:
5. Approval of the proposal requesting that the Company adopt a policy that all shareholder meetings be held, either in whole or in part, through virtual means:
For Against Abstentions 10,074,099 7,308,907 115,966
Broadridge has advised the Company that there were 3,203,794 broker non-votes on proposal 5.
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