Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Election of Chairman of the Board and Lead Director

On May 4, 2023, at its scheduled meeting, the Board of Directors elected Karl G. Glassman to serve as Chairman of the Board and Robert E. Brunner to serve as Lead Director until the 2024 annual meeting of shareholders. As previously reported, Mr. Glassman retired as an executive officer of the Company on May 4, 2023.

Equity Grants to Chairman of the Board and Lead Director

Our standard Board equity compensation package consists of an annual grant of restricted stock or restricted stock units ("RSUs") valued at $160,000 to non-management directors. At the meeting, the Board set the dollar amount of annual equity compensation to be granted to the Chairman ($150,000) and Lead Director ($30,000) in addition to the standard annual equity compensation package.

In connection with Mr. Glassman's transition from an executive officer to a non-management director, on May 4, 2023, he received the standard annual equity grant of 4,656 shares of restricted stock, and an additional annual equity grant, for his service as Board Chairman, of 4,365 shares of restricted stock. Also, Mr. Brunner, for his service as Lead Director, received an annual equity grant of 873 RSUs. The number of shares of restricted stock and RSUs was determined by dividing the respective dollar amounts by $34.365 per share, which was the average closing price per share of the Company's stock for the 10 trading days following the 2022 fourth quarter earnings release.

Each grant of restricted stock and RSUs will generally vest, subject to continued service by the director, the day before the 2024 annual meeting of shareholders. However, early vesting may occur in the event of death or disability of the director or if the director's service is terminated due to a change in control of the Company. RSUs are settled in shares of common stock, on a one-to-one basis, 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 grants of restricted stock to Mr. Glassman were made pursuant to the Company's Form of Director Restricted Stock Agreement , which was filed August 7, 2008 as Exhibit 10.1 to the Company's Form 10-Q, and is incorporated herein by reference. The grant of RSUs to Mr. Brunner was made pursuant to the Company's Form of Director Restricted Stock Unit Award Agreemen t , which was filed February 24, 2012 as Exhibit 10.9.7 to the Company's Form 10-K, and is incorporated herein by reference.

Cash Compensation to Mr. Glassman as Non-Management Director

As a non-management director, Mr. Glassman will also receive cash compensation at an annual rate of $100,000 (standard Board retainer paid quarterly beginning in July 2023).

Attached and incorporated herein by reference as Exhibit 10.3 is the updated

Summary Sheet of Director Compensation .

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

The Company held its Annual Meeting of Shareholders on May 4, 2023. In connection with this meeting, proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended. Matters voted upon were (i) the election of eleven directors; (ii) the ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023; (iii) an advisory vote to approve named executive officer compensation as described in the Company's Proxy Statement; and (iv) an advisory vote concerning the frequency of future advisory votes on named executive officer compensation. The number of votes cast for and against, as well as abstentions and broker non-votes, with respect to each matter, as applicable, are set forth below.


                                       2

--------------------------------------------------------------------------------


1. Proposal One: Election of Directors. All eleven nominees for director listed
in the Proxy Statement were elected to hold office until the 2024 Annual Meeting
of Shareholders, or until their successors are elected and qualified, with the
following vote:

                                                             BROKER
DIRECTOR NOMINEE           FOR        AGAINST    ABSTAIN    NON-VOTE
Angela Barbee           97,626,631   1,342,417   162,364   18,085,473
Mark A. Blinn           97,481,358   1,485,205   164,849   18,085,473
Robert E. Brunner       94,992,386   3,979,002   160,024   18,085,473
Mary Campbell           95,268,520   3,561,184   301,708   18,085,473
J. Mitchell Dolloff     95,828,173   2,876,765   426,474   18,085,473
Manuel A. Fernandez     93,220,559   5,605,932   304,921   18,085,473
Karl G. Glassman        93,802,373   5,173,692   155,347   18,085,473
Joseph W. McClanathan   90,708,965   8,122,793   299,654   18,085,473
Srikanth Padmanabhan    95,415,447   3,550,650   165,315   18,085,473
Jai Shah                97,874,851   1,086,549   170,012   18,085,473
Phoebe A. Wood          92,146,272   6,579,240   405,900   18,085,473

2. Proposal Two: Ratification of Independent Registered Public Accounting Firm. The ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved with the following vote:



                                     BROKER
    FOR        AGAINST    ABSTAIN   NON-VOTE
115,869,165   1,226,393   121,327     N/A

3. Proposal Three: 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
93,988,745   4,408,084   734,583   18,085,473

4. Proposal Four: Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation. The advisory vote concerning the frequency of future Say-on-Pay votes on named executive officer compensation consisted of the following:



  Every       Every      Every                   BROKER

1 YEAR 2 YEARS 3 YEARS ABSTAIN NON-VOTE 94,048,053 425,908 2,582,129 2,075,322 18,085,473

In light of this vote, the Board determined to include a Say-on-Pay advisory vote in its proxy materials annually, until the next annual meeting at which an advisory vote on the frequency of Say-on-Pay votes is conducted.


                                       3

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses