Item 5.07. Submission of Matters to a Vote of
Security Holders.
On May 19, 2017, the
Registrant held its Annual Meeting. The following are the voting results on
each matter submitted to the Registrant’s stockholders at the Annual Meeting.
The proposals below are described in detail in the Proxy Statement.
At the Annual Meeting, the
two nominees for director were elected to the Registrant’s Board of Directors
(Proposal 1 below).
In addition, management’s
proposal regarding a non-binding advisory vote approving executive compensation
was approved (Proposal 2 below).
In addition stockholders
selected, on a non-binding advisory basis, annual for the frequency of holding
the stockholder advisory vote on executive compensation (Proposal 3 below).
In addition, management’s
proposal regarding ratification of the retention of PricewaterhouseCoopers LLP
as the Registrant’s registered independent public accounting firm for 2011 was
approved (Proposal 4 below).
Summary Of Voting By
Proposal
1.
To
elect Bryan F. Kennedy, III and Thomas B. Henson, each for a term expiring in
2014 and until their successors are elected and qualified. Votes recorded, by
nominee, were as follows:
|
|
|
|
|
|
|
Nominee
|
|
For
|
|
Abstain
|
|
Broker
Non-Votes
|
Bryan F. Kennedy, III
|
|
37,514,562
|
|
1,364,845
|
|
1,160,770
|
Thomas B. Henson
|
|
38,330,790
|
|
548,617
|
|
1,160,770
|
2.
To hold an advisory (non-binding)
vote on executive compensation. The Company’s shareholders voted to approve
this proposal with 37,495,739 votes for and 1,311,158 votes against. There
were 72,510 abstentions and 1,160,770 Broker non-votes.
3.
To hold an advisory (non-binding)
vote on how often a shareholder vote on “say on pay” is held, annually,
biannually or triennially. The Company’s shareholders voted: 34,400,470 for
annually, 55,291 for biennially, and 4,384,877 for triennially. There were 38,769
abstentions and 1,160,770 Broker non-votes.
In light of the voting results with respect to the
frequency of advisory votes on executive compensation, the Company’s board of
directors has determined that the Company currently intends to hold an advisory
vote on the compensation of our named executive officers annually until the
next required vote on the frequency of advisory votes on executive
compensation.