Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal No.1 - Election of Directors.
The shareholders elected three directors to serve a three-year term until the 2026 annual meeting of shareholders and until their respective successors are duly elected and qualified. The results of the vote were as follows:
Directors For Against Abstain Broker Non-Votes Charlotte C. Decker 12,904,987 3,939,238 26,087 380,670 Ramaswami Seshasayee 14,977,257 1,866,138 26,917 380,670 Andrew E. Tometich 15,159,570 1,690,557 20,185 380,670
Proposal No. 2 - Advisory Vote on Compensation of the Company's Named Executive Officers
The Company's shareholders approved, on a non-binding basis, the Company's compensation of its named executive officers as described in the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative disclosures contained in the Company's Proxy Statement for the 2023 Annual Meeting (the "2023 Proxy Statement"). The results of the vote were as follows:
For Against Abstain Broker Non-Votes 16,304,939 552,557 12,816 380,670
Proposal No. 3 - Advisory Vote on the Frequency of the Advisory Vote on Compensation of the Company's Named Executive Officers
The Company's shareholders indicated their preference, on a non-binding basis, that the advisory vote on executive compensation be held every year. The Board of Directors of the Company (the "Board") had recommended that the advisory vote on executive compensation be held every three years. The results of the vote were as follows:
1 Year 2 Years 3 Years Abstain Broker Non-Votes 11,861,009 60,357 4,508,887 440,059 380,670
Based on these results and consistent with the majority of votes cast with respect to this matter, the Board has adopted a policy to hold an advisory vote on compensation of the Company's named executive officers every year.
Proposal No. 4 - Approval of the 2023 Director Stock Ownership Plan
The shareholders voted to approve the 2023 Director Stock Ownership Plan (the "Plan") as described in and as included as an appendix to the 2023 Proxy Statement. The results of the vote were as follows:
For Against Abstain Broker Non-Votes 16,791,991 61,117 17,204 380,670
Proposal No. 5 - Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2023
The shareholders voted to ratify the appointment of
For Against Abstain 17,076,547 163,716 10,719 2
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