Patterson : Management Change/Compensation (Form 8-K)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) The Board of Directors of Patterson Companies, Inc. (the 'Company') previously approved, subject to shareholder approval, an amendment to our Amended and Restated 2015 Omnibus Incentive Plan to increase the number of shares reserved for issuance thereunder from 11,500,000 to 19,500,000, subject to adjustment as provided therein. On September 13, 2021, our shareholders approved such amendment. The terms and conditions of such plan are set forth under the caption 'Proposal No. 2 Amendment to Amended and Restated 2015 Omnibus Incentive Plan' in our Definitive Schedule 14A (Proxy Statement) filed with the Securities and Exchange Commission on July 30, 2021, which description is incorporated by reference herein. This description of the plan is qualified in its entirety by reference to the plan, which is filed as Exhibit 10 to this report and is incorporated by reference herein.

Submission of Matters to a Vote of Security Holders.

(a) The Company held its annual meeting of shareholders (the 'Annual Meeting') on September 13, 2021. There were 97,229,896 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, the holders of 91,908,053 shares of common stock were represented in person or by proxy; therefore, a quorum was present.

(b) The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes,as to each such matter, where applicable, are set forth below.

Proposal No. 1: Election of Directors

John D. Buck, Alex N. Blanco, Jody H. Feragen, Robert C. Frenzel, Francis J. Malecha, Ellen A. Rudnick, Neil A. Schrimsher and Mark S. Walchirk were elected directors of the Company to have terms expiring in 2022, and until their successors shall be elected and duly qualified. The results of the vote were as follows:

		For		Against		Abstain		Broker Non-Votes
John D. Buck		82,872,819		2,397,209		129,230		6,508,795
Alex N. Blanco		83,921,024		1,359,112		119,122		6,508,795
Jody H. Feragen		83,761,097		1,432,134		206,027		6,508,795
Robert C. Frenzel		83,890,132		1,384,502		124,624		6,508,795
Francis J. Malecha		83,841,778		1,436,230		121,250		6,508,795
Ellen A. Rudnick		82,577,444		2,655,583		166,231		6,508,795
Neil A. Schrimsher		83,768,228		1,513,248		117,782		6,508,795
Mark S. Walchirk		83,848,889		1,429,087		121,282		6,508,795

Proposal No. 2: Vote on Amendment to Amended and Restated 2015 Omnibus Incentive Plan

The proposal to amend the Company's Amended and Restated 2015 Omnibus Incentive Plan to increase the number of shares reserved for issuance thereunder from 11,500,000 to 19,500,000 was approved. The results of the vote were as follows:

For		Against		Abstain		Broker Non-Votes
80,775,456		4,316,547		307,255		6,508,795

Proposal No. 3: Advisory Vote on Executive Compensation

The advisory proposal concerning the Company's executive compensation program was approved. The results of the non-bindingvote were as follows:

For		Against		Abstain		Broker Non-Votes
82,648,698		2,448,309		302,251		6,508,795

Proposal No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm

The proposal to ratify the appointment of Ernst and Young LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2022 was approved. The results of the vote were as follows:

For		Against		Abstain
90,411,594		1,402,651		93,808

Financial Statements and Exhibits.

(d)

Exhibits

10		Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan (incorporated by reference to Annex B to our Definitive Schedule 14A (Proxy Statement), filed July 30, 2021 (FileNo. 000-20572)).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).