ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On May 23, 2017, the Company held its 2017 Annual Meeting of Stockholders. Of the 37,244,839 shares of common stock outstanding and entitled to vote at the Annual Meeting, 35,026,124 shares were present in person or by proxy, constituting a 94.04% quorum. The matters submitted to the stockholders of the Company at the Annual Meeting, and the results of the voting, were as follows:
Proposal No. 1
.
Vote regarding the election of Darcy G. Anderson, Herman E. Bulls, Alfred J. Giardinelli, Jr., Alan P. Krusi, Brian E. Lane, Franklin Myers, James H. Schultz, Constance E. Skidmore, and Vance W. Tang as members of the Board of Directors:
Nominee
|
|
Votes For
|
|
Votes For as Percentage of
Votes Cast
|
|
Votes Withheld
|
|
Darcy G. Anderson
|
|
32,832,040
|
|
98.78
|
%
|
406,984
|
|
Herman E. Bulls
|
|
32,661,693
|
|
98.26
|
%
|
577,331
|
|
Alfred J. Giardinelli, Jr.
|
|
32,073,787
|
|
96.49
|
%
|
1,165,237
|
|
Alan P. Krusi
|
|
32,855,899
|
|
98.85
|
%
|
383,125
|
|
Brian E. Lane
|
|
33,161,703
|
|
99.77
|
%
|
77,321
|
|
Franklin Myers
|
|
31,932,574
|
|
96.07
|
%
|
1,306,450
|
|
James H. Schultz
|
|
31,218,776
|
|
93.92
|
%
|
2,020,248
|
|
Constance E. Skidmore
|
|
33,139,047
|
|
99.70
|
%
|
99,977
|
|
Vance W. Tang
|
|
32,831,938
|
|
98.78
|
%
|
407,086
|
|
There were 1,787,100 broker non-votes as to Proposal No. 1.
Proposal No. 2
.
Vote regarding ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017:
Votes For
|
|
Votes For as a Percentage
of Votes Cast
|
|
Votes Against
|
|
Votes Abstain
|
|
34,450,687
|
|
98.36%
|
|
575,247
|
|
190
|
|
There were no broker non-votes as to Proposal No. 2.
Proposal No. 3.
Advisory vote regarding approval of the compensation paid by the Company to its named executive officers:
Votes For
|
|
Votes For as a Percentage of Votes
Cast
|
|
Votes Against
|
|
Votes Abstain
|
|
31,536,148
|
|
94.97%
|
|
1,670,183
|
|
32,693
|
|
There were 1,787,100 broker non-votes as to Proposal No. 3.
Proposal No. 4.
Advisory vote regarding the frequency of the stockholder vote on executive compensation:
One Year
|
|
Two Years
|
|
Three Years
|
|
Votes Abstain
|
|
26,658,865
|
|
4,890
|
|
6,541,811
|
|
33,458
|
|
There were 1,787,100 broker non-votes as to Proposal No. 4.
Proposal No. 5
.
Vote regarding approval of the 2017 Omnibus Incentive Plan:
Votes For
|
|
Votes For as a Percentage of Votes
Cast
|
|
Votes Against
|
|
Votes Abstain
|
|
30,444,797
|
|
91.61%
|
|
2,789,066
|
|
5,161
|
|
2
There were 1,787,100 broker non-votes as to Proposal No. 5.
Proposal No. 6.
Vote regarding approval of the 2017 Senior Management Annual Performance Plan:
Votes For
|
|
Votes For as a Percentage of Votes
Cast
|
|
Votes Against
|
|
Votes Abstain
|
|
32,601,287
|
|
98.09%
|
|
634,416
|
|
3,321
|
|
There were 1,787,100 broker non-votes as to Proposal No. 6.
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