Item 5.07 Submission of Matters to a Vote of Security
Holders.
At the Annual Meeting, the Company’s stockholders (1)
elected Thomas E. D’Ambra, Ph.D., David H. Deming and Gerardo Gutierrez to serve as Class III directors of the Company to
serve until the 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier
resignation or removal; (2) ratified the Company’s selection of KPMG LLP as the independent registered public accounting
firm for the 2016 fiscal year; (3) approved the Company’s Senior Executive Cash Incentive Bonus Plan; and (4) approved the
compensation of the Company’s named executive officers through an advisory vote.
Proxies for the 2016 Annual Meeting were solicited by the Company’s
Board of Directors pursuant to Section 14(a) of the Securities Exchange Act, and there were no solicitations in opposition to the
Board’s solicitation. There were 35,703,100 shares of the Company’s common stock entitled to vote at the Annual Meeting
and a total of 32,245,677 shares of common stock were represented at the Annual Meeting in person or by proxy. The final
voting results, consisting of the number of votes cast for and against and the number of abstentions and broker non-votes with
respect to each matter voted upon, are set forth below.
Proposal 1. Election of Directors
Based on the proxies previously submitted and any ballots received
at the Annual Meeting, each of the nominated Class III directors that stood for election at the Annual Meeting was elected to the
Board of Directors and will serve as director until the 2019 annual meeting of stockholders and until his successor is duly elected
and qualified or until his earlier resignation or removal. Below is the tabulation for each nominee:
Director Nominee
|
|
For
|
|
|
Withheld
|
|
|
Broker Non-
Vote
|
|
Thomas E. D’Ambra, Ph.D.
|
|
|
28,986,335
|
|
|
|
642,992
|
|
|
|
2,616,350
|
|
David H. Deming
|
|
|
29,571,428
|
|
|
|
57,899
|
|
|
|
2,616,350
|
|
Gerardo Gutierrez
|
|
|
29,012,240
|
|
|
|
617,087
|
|
|
|
2,616,350
|
|
Proposal 2. Ratification of Selection of Independent
Auditors
The appointment of KPMG LLP as the Company’s independent
registered public accounting firm for the 2016 fiscal year was ratified. The results of the voting included 32,003,894
votes for, 139,521 votes against, and 102,262 votes abstained.
Proposal 3. Approval of the Company’s Senior Executive
Cash Incentive Bonus Plan
The Company’s Senior Executive Cash Incentive Bonus Plan
was approved. The results of the voting included 29,220,649 votes for, 301,307 votes against, 107,371 votes abstained
and 2,616,350 broker non-votes.
Proposal 4. Advisory Vote Regarding Compensation of
the Company’s Named Executive Officers
The compensation paid to the Company’s named executive
officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation
table and narrative discussion, was approved in an advisory vote. The results of the voting included 29,344,193 votes
for, 184,527 votes against, 100,607 votes abstained and 2,616,350 broker non-votes.