Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The 2017 Annual Meeting of Stockholders (the
Annual Meeting) of the Company was held on May 18, 2017. Proxies were solicited pursuant to the Companys proxy statement filed on April 21, 2017, with the Securities and Exchange Commission under Section 14(a) of the
Securities Exchange Act of 1934, as amended.
The number of shares of the Companys common stock, $0.01 par value per share (Common
Stock), entitled to vote at the Annual Meeting was 34,076,544. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 31,952,897, representing 93.76% of the total number of shares of Common Stock
entitled to vote at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Companys stockholders at the Annual Meeting.
At the Annual Meeting, the Companys stockholders were asked (i) to elect the Companys Board of Directors, (ii) to ratify the appointment
of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017, (iii) to vote to approve, on an advisory basis, the compensation paid to the Companys
named executive officers, (iv) to vote, on an advisory basis, on the frequency of future advisory votes on the compensation of the Companys named executive officers, (v) to approve an amendment to the Companys
By-laws
to adopt majority voting in uncontested director elections, (vi) to approve an amendment to the Companys
By-laws
to adopt advance notice procedures for
director nominations and stockholder proposals and (vii) to approve an amendment to the Companys
By-laws
to permit the board of directors to amend the
By-laws.
The voting results reported below are final.
Proposal 1
Election of the Board of Directors
Nicolas M. Barthelemy, Glenn L. Cooper, John G. Cox, Karen A. Dawes, Tony J. Hunt, Glenn P. Muir, and Thomas F. Ryan, Jr. were duly elected as the
Companys Board of Directors. The results of the election were as follows:
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NOMINEE
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FOR
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% FOR
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WITHHELD
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% WITHHELD
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BROKER
NON-VOTES
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Nicolas M. Barthelemy
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27,413,229
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99.22
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%
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214,192
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0.78
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%
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4,325,476
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Glenn L. Cooper
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27,420,520
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99.25
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%
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206,901
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0.75
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%
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4,325,476
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John G. Cox
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27,425,348
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99.27
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%
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202,073
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0.73
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%
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4,325,476
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Karen A. Dawes
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27,279,755
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98.74
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%
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347,666
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1.26
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%
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4,325,476
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Glenn P. Muir
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27,424,276
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99.26
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%
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203,145
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0.74
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%
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4,325,476
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Tony J. Hunt
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27,496,155
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99.52
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%
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131,266
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0.48
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%
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4,325,476
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Thomas F. Ryan, Jr.
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27,274,482
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98.72
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%
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352,939
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1.28
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%
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4,325,476
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Proposal 2 Ratify the Appointment of Independent Registered Public Accounting Firm
The appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31,
2017 was ratified. The results of the ratification were as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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NUMBER
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31,684,913
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241,005
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26,979
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PERCENTAGE OF VOTED
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99.16
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%
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0.75
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%
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0.08
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%
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Proposal 3 Advisory Vote on Compensation of the Named Executive Officers
The compensation paid to the Companys named executive officers was approved on an advisory basis. The results of the vote were as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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NUMBER
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26,444,798
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1,153,666
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28,957
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4,325,476
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PERCENTAGE OF VOTED
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95.71
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%
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4.17
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%
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0.10
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%
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Proposal 4 Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Companys Named
Executive Officers
The frequency of the advisory vote on executive compensation was approved on an advisory basis. The results of the vote were as
follows:
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTAIN
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NUMBER
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24,078,211
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26,533
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3,494,835
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27,842
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PERCENTAGE OF VOTED
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87.15
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%
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0.09
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%
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12.64
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%
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0.10
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%
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Based on the votes set forth above, the Companys stockholders approved, on a
non-binding,
advisory basis, a frequency of 1 year for the
non-binding,
advisory vote on the compensation of the Companys named executive officers. The Board
considered the voting results with respect to the frequency proposal and other factors, and the Board currently intends for the Company to hold a
non-binding,
advisory vote on the compensation of the
Companys named executive officers every year until the next required advisory vote on the frequency of holding the
non-binding,
advisory vote on the compensation of the Companys named executive
officers.
Proposal 5 Amendment to the Companys
By-laws
to Adopt Majority Voting in Uncontested
Director Elections
The amendment to the Companys
By-laws
to adopt majority voting in uncontested
director elections was approved. The results of the vote were as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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NUMBER
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27,553,101
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49,755
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24,565
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4,325,476
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PERCENTAGE OF VOTED
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99.73
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%
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0.18
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%
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0.08
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%
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Proposal 6 Amendment to the Companys
By-laws
to Adopt Advance Notice
Procedures for Director Nominations and Stockholder Proposals
The amendment to the Companys
By-laws
to adopt advance notice
procedures for director nominations and stockholder proposals was approved. The results of the vote were as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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NUMBER
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22,519,798
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5,075,829
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31,794
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4,325,476
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PERCENTAGE OF VOTED
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81.51
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%
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18.37
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%
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0.11
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%
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Proposal 7 Amendment to the Companys
By-laws
to Permit the Board of
Directors to Amend the
By-laws
The amendment to the Companys
By-laws
to permit the board of directors to amend the
By-laws
was approved. The results of the vote were as follows:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTES
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NUMBER
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23,295,598
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4,291,631
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40,192
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4,325,476
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PERCENTAGE OF VOTED
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84.32
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%
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15.53
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%
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0.14
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%
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