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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Companys annual meeting of stockholders was held on April 25, 2017. The Company previously filed with the Securities and Exchange Commission the 2017 proxy statement and related materials pertaining to this meeting. On the record date of March 6, 2017, there were 425,634,620 shares of the Companys common stock, par value $0.01 per share (Common Stock) outstanding and eligible to vote.
Proposal 1: Election of Directors
Elected the following nine nominees to the Board of Directors to serve as directors until the next annual meeting of stockholders and until their respective successors are elected and qualify.
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Nominee
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Milton Cooper
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358,603,135
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5,739,726
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1,315,131
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22,252,250
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Philip E. Coviello
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363,220,360
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2,246,951
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190,681
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22,252,250
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Richard G. Dooley
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306,393,919
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59,017,903
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246,170
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22,252,250
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Conor C. Flynn
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363,039,074
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2,424,776
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194,142
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22,252,250
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Joe Grills
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329,132,835
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36,326,552
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198,605
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22,252,250
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Frank Lourenso
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330,584,157
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34,868,604
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205,231
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22,252,250
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Colombe M. Nicholas
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362,954,653
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2,506,853
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196,486
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22,252,250
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Mary Hogan Preusse
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363,502,546
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1,970,254
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185,192
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22,252,250
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Richard B. Saltzman
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270,177,369
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95,280,792
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199,831
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22,252,250
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Proposal 2: Advisory Resolution to Approve the Compensation of our Named Executive Officers
Approved, on an advisory basis, the compensation of the Companys named executive officers as disclosed in the Compensation Discussion and Analysis and the accompanying tables in our 2017 proxy statement. There were 344,824,695 votes for the proposal; 20,326,488 votes against the proposal; 506,809 abstentions; and 22,252,250 broker non-votes.
Proposal 3: Advisory Vote on the Frequency of Future Say-on-Pay Votes
Approved, on an advisory basis, a frequency of every year for future advisory votes to
approve the Companys executive compensation (Say-on-Pay). There were 312,734,230 votes cast for a frequency of every year; 288,467 votes cast for a frequency of every two years; 52,202,020 votes cast for a frequency of every three years; 433,275 abstentions; and 22,252,250 broker non-votes.
Based on these results, the Board of Directors has determined that the Company will hold Say-on-Pay votes every year, until the next required advisory vote on the frequency of Say-on-Pay votes.
Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Companys Independent Registered Public Accounting Firm
Ratified the appointment of PricewaterhouseCoopers LLP as the Companys independent registered public accounting firm for the year ended December 31, 2017. There were 383,230,395 votes for the appointment; 4,304,401 votes against the appointment; 375,446 abstentions; and no broker non-votes.