Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
The foregoing description of the amendment is qualified in its entirety by
reference to the full text of the Amended and Restated Certificate of
Incorporation, dated
Item 5.07 Submission of Matters to a Vote of Security Holders
a.The Company held its Annual Meeting of Shareholders on
b.The following is a summary of the voting results for each matter presented to shareholders at the Annual Meeting.
Proposal 1: Election of Directors
The Company's shareholders elected the persons nominated as Directors of the Company as set forth below:
Nominees For Against Abstain Broker Non-Votes Marco Alverà 192,110,792 256,284 307,027 19,065,975 William J. Amelio 192,053,629 274,020 346,454 19,065,975 William D. Green 182,552,447 9,812,516 309,141 19,065,975 Charles E. Haldeman, Jr. 192,126,763 241,710 305,630 19,065,975 Stephanie C. Hill 192,053,864 349,473 270,767 19,065,975 Rebecca Jacoby 192,178,257 211,350 284,497 19,065,975 Monique F. Leroux 177,534,016 14,578,176 561,911 19,065,975 Maria R. Morris 191,276,605 1,114,389 283,110 19,065,975 Douglas L. Peterson 192,198,694 191,007 284,402 19,065,975 Edward B. Rust, Jr. 184,800,869 7,557,087 316,148 19,065,975 Kurt L. Schmoke 188,722,470 3,612,251 339,383 19,065,975 Richard E. Thornburgh 192,097,790 241,882 334,431 19,065,975
Proposal 2: Proposal to approve, on an advisory basis, the executive compensation program for the Company's named executive officers:
For Against Abstain Broker Non-Votes 185,402,200 6,406,453 865,451 19,065,975
Proposal 3: Proposal to approve an amendment to the Company's Certificate of Incorporation to permit removal of a Director with or without cause:
For Against Abstain Broker Non-Votes 190,822,020 1,428,636 423,448 19,065,975
Proposal 4: Proposal to ratify the appointment of
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For Against Abstain 198,950,080 12,423,053 366,946 c.Not applicable. d.Not applicable.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibit is furnished with this report:
(3.1) Amended an d Restated Certificate of Incorporation of the
Company , dated
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