Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was
held on June 3, 2021, at which 65,717,011 shares of the Company's common stock
were represented in person or by proxy representing approximately 84% of the
issued and outstanding shares of the Company's common stock entitled to vote.
(b)At the Annual Meeting, the Company's stockholders (i) elected the nine
directors below to serve on the Company's board of directors until the Company's
2022 annual meeting of stockholders and until their respective successors are
duly elected and qualify, (ii) ratified the appointment of Ernst & Young LLP as
the Company's independent registered public accounting firm for the fiscal year
ending December 31, 2021, and (iii) approved the compensation of the named
executive officers as described in the Compensation Discussion and Analysis, the
compensation tables and other narrative disclosure in the 2021 Proxy Statement.
The proposals are described in detail in the Company's 2021 Proxy Statement. The
final results for the votes regarding each proposal are set forth below.
(i)The voting results with respect to the election of each director were as
follows:
Name Votes For Votes Withheld Broker Non-Votes
Jeffrey W. Eckel 52,085,927 3,421,076 10,210,008
Clarence D. Armbrister 54,545,800 961,203 10,210,008
Teresa M. Brenner 37,051,338 18,455,665 10,210,008
Michael T. Eckhart 39,032,017 16,474,986 10,210,008
Nancy C. Floyd 55,266,692 240,311 10,210,008
Simone F. Lagomarsino 54,939,124 567,879 10,210,008
Charles M. O'Neil 39,035,547 16,471,456 10,210,008
Richard J. Osborne 54,367,505 1,139,498 10,210,008
Steven G. Osgood 54,937,223 569,780 10,210,008
(ii)The voting results with respect to the ratification of the appointment of
Ernst & Young LLP as the Company's independent registered public accounting firm
for the fiscal year ending December 31, 2021 were as follows:
Votes For Votes Against Abstain
61,259,016 4,360,730 97,265
(iii)The voting results with respect to a non-binding advisory vote on executive
compensation were as follows:
Votes For Votes Against Abstain Broker Non-Votes
47,737,895 7,268,403 500,705 10,210,008
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