Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Stockholders (the "Annual Meeting") of
As of
1. The Company's stockholders elected eight directors to serve until the 2021
Annual Meeting of Stockholders, and until their successors are elected and duly qualified, subject to earlier retirement, resignation or removal. The results of the vote are summarized in the table below. Director Nominees Votes For Votes Withheld Broker Non-Votes* Mayur Gupta 79,720,414 2,343,237 34,210,812
2. The Company's stockholders ratified the appointment of
the Company's independent registered public accounting firm for the fiscal
year ending
table below.
Votes For Votes Against Abstentions 113,497,313 2,164,515 612,635
3. The Company's stockholders voted, on an advisory basis, on the Company's
executive compensation. The results of the vote are summarized in the table below. Votes For Votes Against Abstentions Broker Non-Votes* 57,071,081 24,575,671 416,899 34,210,812
4. The Company's stockholders did not approve an amendment to the Amended and
Restated Bylaws to implement majority voting in uncontested director elections. The results of the vote are summarized in the table below. Votes For Votes Against Abstentions Broker Non-Votes* 79,882,258 1,998,356 183,037 34,210,812
5. The Company's stockholders did not approve amendments to the Amended and
Restated Certificate of Incorporation to eliminate the supermajority voting requirement to amend certain provisions of the Amended and Restated Certificate of Incorporation. The results of the vote are summarized in the table below. Votes For Votes Against Abstentions Broker Non-Votes* 79,293,441 2,546,294 223,916 34,210,812
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6. The Company's stockholders did not approve amendments to the Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws to eliminate the supermajority voting requirements to amend the Amended and Restated Bylaws. The results of the vote are summarized in the table below. Votes For Votes Against Abstentions Broker Non-Votes* 79,184,046 2,653,722 225,883 34,210,812
7. The Company's stockholders did not approve amendments to the Amended and
Restated Certificate of Incorporation and Amended and Restated Bylaws to eliminate the supermajority voting requirements to remove directors and to appoint directors in the event that the entire Board of Directors is removed. The results of the vote are summarized in the table below. Votes For Votes Against Abstentions Broker Non-Votes* 79,233,644 2,579,114 250,893 34,210,812
8. The Company's stockholders did not approve a non-binding stockholder proposal
requesting that the Board of Directors prepare an annual "journalism report" detailing the Company's commitment to news. The results of the vote are summarized in the table below. Votes For Votes Against Abstentions Broker Non-Votes* 23,890,490 46,638,310 11,469,781 34,275,882
* Broker non-votes are instances where a broker holding shares of record for a
beneficial owner does not vote the shares because it has not received voting
instructions from the beneficial owner and therefore is precluded by the rules
of the
Under NYSE rules, when a broker holding shares in "street name" does not
receive voting instructions from a beneficial owner, the broker has
discretionary authority to vote on certain routine matters but is prohibited
from voting on non-routine matters. Brokers who did not receive instructions
were not entitled to vote on the election of directors, approval of executive
compensation, the proposals regarding amending the Amended and Restated
Certificate of Incorporation and the Amended and Restated Bylaws and the
stockholder proposal, but they were entitled to vote on the ratification of the
appointment of the independent registered public accounting firm.
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