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

On June 3, 2022, the Company held its 2022 annual meeting (the "Annual Meeting") of stockholders (the "Stockholders") virtually. The matters submitted to the Stockholders for a vote at the Annual Meeting were set forth in the Company's Definitive Proxy Statement on Schedule DEF 14A, which was filed with the Securities and Exchange Commission on April 21, 2022 (the "Proxy Statement") and distributed to the Stockholders. Stockholders representing 23,257,016 or 86.38% of the shares of the Common Stock outstanding and entitled to vote as of the record date, April 20, 2022, were represented virtually at the meeting either in person or by proxy.

The matters proposed to the Stockholders for a vote were: (i) the election of each of John R. Loftus, Jim R. Ruth, Alexandra C. Griffin, Allison M. DeStefano and Richard D. Schepp as members of the Company's Board of Directors; (ii) the ratification of the Company's appointment of Whitley Penn LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022; (iii) advisory vote to approve the compensation of our named executive officers; (iv) advisory vote to determine the frequency of future advisory votes on executive compensation: and (v) to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one through four.

The final voting results of the Annual Meeting are set forth below.





Proposal One

The nominees named in the Proxy Statement (the "Proxy Statement Nominees") were elected to the Board of Directors to serve until the next annual meeting of Stockholders and until their respective successors are duly-elected and qualified (or until their death, resignation or removal, if earlier). The Proxy Statement Nominees were the only nominees to receive votes for their election at the meeting, and the Proxy Statement Nominees constitute the five nominees receiving the highest number of votes in favor of their election as directors. The results of the vote with respect to their respective elections were as follows:

Nominees Votes For Votes Withheld Broker Non-Votes John R. Loftus 21,628,487 50,510 1,578,019 Jim R. Ruth 21,258,364 420,633 1,578,019 Alexandra C. Griffin 21,278,524 400,473 1,578,019 Allison M. DeStefano 21,613,570 65,427 1,578,019 Richard D. Schepp 21,631,218 47,779 1,578,019






Proposal Two

The proposal to ratify the Company's appointment of Whitley Penn LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 23,148,444 3,748 104,824 0







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Proposal Three

The proposed advisory vote to approve the compensation of our named executive officers was approved by the following vote:

Votes For Votes Against Abstentions Broker Non-Votes 21,587,884 83,986 7,127 1,578,019






Proposal Four

The proposed advisory vote to determine the frequency of future advisory votes on executive compensation was approved by the following vote:

1 Year 2 Years 3 Years Abstentions Broker Non-Votes 1,063,136 11,410 20,586,175 18,276 1,578,019






Proposal Five

The proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one through four was approved by the following vote. It was not necessary to adjourn the Annual Meeting as proposals one through four were approved at the Annual Meeting.





Votes For  Votes Against Abstentions
22,412,856    798,900      45,260





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