Item 5.07. Submission of Matters to a Vote of Security Holders
Our Annual Meeting of Shareholders was held on May 10, 2017. At such meeting, 32,998,481 shares of our common stock were represented in
person or by proxy, which was equal to 89.43% of the issued and outstanding shares entitled to vote at the meeting.
The matters voted
upon and the final results of the vote were as follows:
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The
nine directors listed below were elected to one-year terms, which will expire at the 2018 Annual Meeting of Shareholders.
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Number of Shares
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Nominee
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For
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Against
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Abstain
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Robert P. Carrigan
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30,083,086
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738,014
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183,351
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Cindy Christy
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30,224,842
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758,116
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21,493
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L. Gordon Crovitz
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29,787,804
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1,194,517
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22,130
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James N. Fernandez
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30,397,981
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583,722
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22,748
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Paul R. Garcia
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30,183,263
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783,595
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37,593
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Anastassia Lauterbach
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30,605,048
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362,314
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37,089
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Thomas J. Manning
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30,380,261
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600,425
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23,765
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Randall D. Mott
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30,614,770
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367,195
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22,486
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Judith A. Reinsdorf
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30,228,019
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753,836
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22,596
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There were 1,994,030 Broker Non-Votes on Proposal No. 1 relating to each director.
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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017
The selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2017 was ratified as follows: 32,582,237
voted in favor; 362,549 voted against; and 53,695 abstained.
There were no Broker Non-Votes on Proposal No. 2.
PROPOSAL NO. 3
ADVISORY
APPROVAL OF THE COMPANYS EXECUTIVE COMPENSATION (SAY ON PAY)
The advisory vote on executive compensation as disclosed in the
proxy materials for our Annual Meeting of Shareholders was approved as follows: 28,769,581 voted in favor; 2,149,980 voted against; and 84,890 abstained.
There were 1,994,030 Broker Non-Votes on Proposal No. 3.
PROPOSAL NO. 4
ADVISORY
VOTE ON THE FREQUENCY OF SAY ON PAY VOTING
For the advisory vote on how frequently the Company should hold an advisory vote on
executive compensation (Say on Pay), shareholders could elect to have Say on Pay voting from one of four choices: annually, every two years, every three years, or shareholders could also have elected to abstain from voting. The voting was as
follows:
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One Year
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Two Years
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Three Years
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Abstain
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28,211,037
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59,548
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2,664,713
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69,153
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There were no Broker Non-Votes on Proposal No. 4.
Consistent with the advisory recommendation by the Companys shareholders at the Annual Meeting, the Company will include an advisory
shareholder vote on the compensation of executives in its proxy materials every year until the next required vote on the frequency of shareholder votes on the compensation of executives.
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