Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 7, 2017, the Company held its Annual Meeting of Shareholders. Shareholders voted on (i) the election of directors, (ii) approval, on an advisory and non-binding basis, the frequency of future advisory votes on executive compensation, (iii) approval, on an advisory and non-binding basis, of the compensation of named executive officers; and (iv) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2017.
Gregory A. Trojan, Gerald W. Deitchle, Peter A. Bassi, Larry D. Bouts, James A. Dal Pozzo, Noah A. Elbogen, Wesley A. Nichols, Lea Anne S. Ottinger, and Patrick D. Walsh were nominated and elected at the meeting. The following votes were cast for each of the nominees:
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Name
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For
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Withhold
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Gregory A. Trojan
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17,092,632
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175,344
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Gerald W. Deitchle
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17,083,282
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184,694
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Peter A. Bassi
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17,070,024
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197,952
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Larry D. Bouts
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17,064,640
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203,336
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James A. Dal Pozzo
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15,787,645
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1,480,331
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Noah A. Elbogen
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17,074,179
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193,797
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Wesley A. Nichols
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17,088,106
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179,870
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Lea Anne S. Ottinger
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17,084,776
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183,200
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Patrick D. Walsh
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8,978,613
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8,289,363
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There were 3,180,177 broker non-votes with respect to the election of directors.
The shareholders approved, on an advisory and non-binding basis, every year as the frequency of future advisory votes on executive compensation. The following votes were cast on the frequency of advisory votes on executive compensation: 13,959,943 Every Year; 6,190 Every 2 Years; 3,013,285 Every 3 Years; 288,558 Abstain. There were 3,180,177 broker non-votes.
In addition, the shareholders approved, on an advisory and non-binding basis, the compensation of named executive officers. The following votes were cast on the compensation of named executive officers: 16,884,200 For; 92,378 Against; 291,398 Abstain. There were 3,180,177 broker non-votes.
Finally, the shareholders approved the ratification of Ernst & Young LLP as our independent registered public accounting firm for the 2017 fiscal year. The following votes were cast on the ratification: 19,931,365 For; 233,896 Against; 282,892 Abstain. There were no broker non-votes.
A copy of the press release announcing the vote results is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.