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 held by the Company on May 6, 2020, the Company's stockholders approved an amendment to the Company's 2014 Stock Incentive Plan ("2014 SIP") that increases the total number of shares of the Company's common stock reserved for issuance under the plan by 2,750,000 shares, or from 3,600,000 shares to 6,350,000 shares (the "Plan Amendment"). The Board of Directors of the Company adopted the Plan Amendment on February 27, 2020, subject to stockholder approval. The Plan Amendment became effective upon receipt of stockholder approval at the Annual Meeting. The 2014 SIP, as amended by the Plan Amendment, is described in greater detail in Proposal 2 of the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2020. This summary of the 2014 SIP, as amended by the Plan Amendment, does not purport to be complete and is qualified in its entirety by reference to the full text of the 2014 SIP and the Plan Amendment, which are attached as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference. On May 6, 2020, W. Ed Tyler retired from our board. We thank Mr. Tyler for his service to our Company over the years.

Item 5.07: Submission of Matters to vote of Security Holders The Company held its Annual Meeting on May 6, 2020. Of the 127,194,462 shares of common stock outstanding and entitled to vote on the March 12, 2020 record date for the Annual Meeting, a total of 116,872,922 shares of common stock were represented in person or by proxy. Results of votes with respect to proposals submitted at the Annual Meeting are as follows:



a.     To elect the eight directors listed below to the Board of Directors to
       serve until the 2021 annual meeting of stockholders and until their
       successors are duly elected and qualified. The company's stockholders
       voted to elect the eight nominees to serve as directors. Votes recorded,
       by nominee, were as follows:


NOMINEE                     For      Against  Abstain

Peter E. Baccile 111,384,923 467,471 93,521 Teresa Bryce Bazemore 111,081,522 769,637 94,756 Matthew S. Dominski 111,143,654 709,004 93,257 Bruce W. Duncan 104,214,335 7,408,404 323,176 H. Patrick Hackett, Jr. 111,139,284 713,344 93,287 Denise A. Olsen 111,399,839 452,428 93,648 John Rau

                108,882,749 2,969,708 93,458
L. Peter Sharpe         104,717,752 7,133,066 95,097


There were 4,927,007 broker non-votes with respect to each nominee.
b.     To approve the Plan Amendment. The Company's stockholders voted to approve
       this proposal with 109,350,351 votes "For" and 2,475,889 votes "Against".
       There were 119,675 abstentions and 4,927,007 broker non-votes with respect
       to such proposal.


c.     To approve, on the advisory (i.e. non-binding) basis, the compensation of
       the company's named executive officers as disclosed in the proxy statement
       for the Annual Meeting. The stockholders voted to approve this proposal
       with 107,118,654 votes "For" and 4,388,023 votes "Against". There were
       439,238 abstentions and 4,927,007 broker non-votes with respect to such
       proposal.


d.     To ratify the appointment of PricewaterhouseCoopers LLP as the Company's
       independent registered public accounting firm for the fiscal year ending
       December 31, 2020. The Company's stockholders voted to approve this
       proposal with 114,039,340 votes "For" and 2,738,833 votes "Against". There
       were 94,749 abstentions and no broker non-votes with respect to such
       proposal.

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Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following are file herewith:
Exhibit No.                                Description

   10.1         First Amendment to the 2014 Stock Incentive Plan (amended and
              restated as of December 31, 2018), dated February 27, 2020

   10.2         2014 Stock Incentive Plan (as amended and restated) as of December
              31, 2018 (incorporated by reference to Exhibit 10.4 of the Company's
              Annual Report on Form 10-K for the year ended December 31, 2018, File
              No. 1-13102)

    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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