Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The amendment and restatement of the Company's Flexible Stock Plan (the "Plan")
was approved by shareholders at the Annual Meeting of Shareholders held
Our named executive officers,
(i) an increase in the number of shares available for future grants under the Plan by 10 million. Under the Plan, each option or stock appreciation right counts as one share against the shares available under the Plan, but each share granted for any other award, such as restricted stock, stock units and performance awards, counts as three shares against the Plan. The Company has largely discontinued granting options (although options remain available through our Deferred Compensation Program); (ii) the expansion of the cancellation and "clawback" provisions such that the Compensation Committee of the Board (the "Committee") has the right to require the participant to forfeit and repay to the Company all or a part of an award issued to the participant, including income or other benefit received upon vesting, exercise or payment: (a) in the preceding two years, if in its discretion, the Committee determines that the participant violated any confidentiality, non-solicitation or non-competition obligations applicable to the participant, engaged in improper conduct contributing to the need to restate external Company financial statements, committed an act of fraud or significant dishonesty, or committed a significant violation of the Company's written policies or applicable laws, and any such activity resulted in significant financial or reputational loss to theCompany; (b) to the extent required under applicable law or securities exchange listing standards; or (c) to the extent required or permitted under any written policy of the Company dealing with the recoupment of compensation, subject to the limits of applicable law. For the purposes of the "clawback," improper conduct contributing to the need to restate any external Company financial statements will always be deemed to result in a significant loss.
Prior to the amendment, the Committee had the right to require the participant to forfeit any or all of the income or other benefit received upon vesting, exercise or payment of an award: (a) if, in its sole discretion, the Committee determined that the participant violated any confidentiality, non-solicitation or non-compete obligations applicable to the participant, or, during the period of employment of service, established a relationship with a competitor of the Company or engaged in activity that was in conflict with or adverse to the interests of the Company, including fraud or conduct contributing to any financial restatement; or (b) to the extent required or permitted under any written policy of the Company dealing with recoupment of compensation, and to the extent permitted by applicable law; and
(iii) various updates to the Plan for certain tax law changes and for other
administrative matters.
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The above disclosure is only a brief description of the Plan, as amended and
restated, and is qualified in its entirety by the description in Proposal
Three: Approval of the Amendment and Restatement of the Flexible Stock Plan ,
in the Company's Proxy Statement filed
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on
1. Proposal One: Election of Directors. All eleven nominees for director listed in the Proxy Statement were elected to hold office until the 2021 Annual Meeting of Shareholders, or until their successors are elected and qualified, with the following vote: BROKER DIRECTOR NOMINEE FOR AGAINST ABSTAIN NON-VOTE Mark A. Blinn 96,499,572 797,413 395,732 15,969,224 Robert E. Brunner 93,831,757 3,369,995 490,965 15,969,224 Mary Campbell 96,807,021 494,879 390,817 15,969,224 J. Mitchell Dolloff 92,889,379 4,416,373 386,965 15,969,224 Manuel A. Fernandez 94,937,602 2,362,309 392,806 15,969,224 Karl G. Glassman 92,527,687 4,759,822 405,208 15,969,224 Joseph W. McClanathan 92,740,702 4,528,304 423,711 15,969,224 Judy C. Odom 93,728,263 3,542,851 421,603 15,969,224 Srikanth Padmanabhan 96,906,916 383,577 402,224 15,969,224 Jai Shah 96,527,406 762,098 403,213 15,969,224 Phoebe A. Wood 92,509,130 4,747,051 436,536 15,969,224
2. Proposal Two: Ratification of Independent Registered Public Accounting Firm.
The ratification of the Audit Committee's selection of
BROKER FOR AGAINST ABSTAIN NON-VOTE 110,452,711 2,779,694 429,536 N/A 3
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3. Proposal Three: Approval of the Amendment and Restatement of the Flexible Stock Plan. The amendment and restatement of the Company's Flexible Stock Plan to, among other things, increase the number of shares available for future grants by 10 million, and expand the cancellation and "clawback" provisions, was approved with the following vote:
BROKER FOR AGAINST ABSTAIN NON-VOTE 89,139,279 8,087,928 465,510 15,969,224
4. Proposal Four: Advisory Vote to Approve Named Executive Officer Compensation. The advisory vote to approve the Company's named executive officer compensation package as described in the "Executive Compensation and Related Matters" section of the Company's Proxy Statement (commonly known as "Say-on-Pay") consisted of the following:
BROKER FOR AGAINST ABSTAIN NON-VOTE 92,785,021 4,265,337 642,359 15,969,224 4
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Item 8.01 Other Events.
On
Also, on
Historically, the number of shares or units awarded was calculated by dividing
the dollar value of the award by the closing price of the Company's stock on the
grant date, which was
The awards generally have a 12-month vesting period, ending on the day preceding the next annual meeting of shareholders. Vesting accelerates in the event of death, disability or, if the director's service is terminated upon a change in control of the Company. RSUs are settled in shares of Company stock and earn dividend equivalents at a 20% discount to the market price of Company stock on the dividend payment date. Directors may elect to defer settlement of the RSU award for 2 to 10 years after the grant date.
The updated Summary Sheet of Director Compensation is attached and incorporated herein by reference as Exhibit 10.2.
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