Item 5.07 Submission of Matters to a Vote of Security Holders.
On
At the Annual Meeting, the Company's stockholders: (i) voted to elect two Class III members of the Board of Directors for a three-year term scheduled to expire at the Company's 2026 Annual Meeting of Stockholders; (ii) voted in favor of the nonbinding advisory vote on named executive officer compensation; (iii) voted in favor of a three year frequency for future nonbinding advisory stockholder votes to approve named executive officer compensation, and; (iv) voted to ratify the selection ofPricewaterhouseCoopers, LLP , as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2023 . The final voting results were as follows: Proposal No. 1: Election of Directors:Alan B. Miller - elected by the Class A and ClassC Stockholders : Votes cast in favor 7,238,788 Votes withheld 0 Broker non-votes 0
Votes cast in favor 55,908,386 Votes withheld 283,213 Broker non-votes 2,074,469 Uncast 0
Proposal No. 2: Non-binding advisory vote on named executive officer compensation:
Votes cast in favor 63,345,551 Votes cast against 640,071 Votes abstained 3,382 Broker non-votes 207,447 Uncast 0
Proposal No. 3: Non-binding advisory vote on the frequency of future advisory votes on named executive officer compensation:
One Year 4,761,732 Two Years 1,463 Three Years 59,223,681 Votes abstained 2,127 Broker non-votes 207,447 Uncast 0
Proposal No. 4: Ratification of the selection of
Votes cast in favor 64,144,783 Votes cast against 50,119 Votes abstained 1,548 Broker non-votes 0 Uncast 0
In light of the stockholder voting results in favor of a three year frequency for future nonbinding advisory stockholder votes to approve named executive officer compensation (Proposal No. 3), and in accordance with the recommendation of the Company's Board of Directors, future nonbinding advisory stockholder votes to approve named executive officer compensation shall be held every three years until the next stockholder vote on the frequency for future nonbinding advisory stockholder votes to approve named executive officer compensation.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
By: /s/Steve Filton Name :Steve Filton Title: Executive Vice President and Chief Financial Officer Date:May 17, 2023
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