Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 13, 2017, The Bon-Ton Stores, Inc. (the Company) held its Annual Meeting of Shareholders (the Annual Meeting) at which five proposals were presented to the Companys shareholders for consideration. The five matters presented were: (1) the election of seven directors to hold office until the 2018 Annual Meeting and until their respective successors have been elected, (2) a proposal to approve, on an advisory basis, the compensation of the named executive officers of the Company, (3) a proposal to approve, on an advisory basis, the frequency of the advisory vote to approve the compensation of the named executive officers, (4) a proposal to approve the amendment and restatement of The Bon-Ton Stores, Inc. Cash Bonus Plan, and (5) a proposal to ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the 2017 fiscal year. These proposals were described in detail in the Companys definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on May 2, 2017.
(1)
Election of Directors:
The seven nominees for election to the Board of Directors were elected by the shareholders by the following vote:
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Authority
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Broker
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Director Nominee
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For
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Withheld
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Non-Votes
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Kathryn Bufano
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35,829,655
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1,051,004
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6,840,863
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Michael L. Gleim
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36,037,109
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843,550
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6,840,863
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Daniel T. Motulsky
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35,941,168
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939,491
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6,840,863
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Paul E. Rigby
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36,156,118
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724,541
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6,840,863
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Philmer H. Rohrbaugh
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36,149,364
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731,295
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6,840,863
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Jeffrey B. Sherman
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36,152,552
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728,107
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6,840,863
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Debra K. Simon
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35,623,944
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1,256,715
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6,840,863
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(2)
Approval, on an Advisory Basis, of the Compensation of the Named Executive Officer
s
:
The proposal to approve, on an advisory basis, the compensation of the named executive officers of the Company was approved by the shareholders by the following vote:
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Broker
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For
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Against
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Abstain
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Non-Votes
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36,251,245
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557,008
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72,406
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6,840,863
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(3)
Approval, on an Advisory Basis, of the Frequency of the Advisory Vote to Approve the Compensation of the Named Executive Officer
s
:
The proposal to approve, on an advisory basis, the frequency of the advisory vote to approve the compensation of the named executive officers of the Company of one year was approved by the shareholders by the following vote:
One Year
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Two Years
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Three Years
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Abstain
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36,634,403
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58,425
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96,678
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91,153
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(4)
Approval of the Amendment and Restatement of The Bon-Ton Stores, Inc. Cash Bonus Plan:
The proposal to approve the amendment and restatement of The Bon-Ton Stores, Inc. Cash Bonus Plan was approved by the shareholders by the following vote:
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Broker
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For
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Against
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Abstain
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Non-Votes
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35,647,630
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1,129,259
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103,770
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6,840,863
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(5)
Ratification of Appointment of Independent Registered Public Accounting Firm:
The proposal to ratify the appointment of KPMG LLP as the Companys independent registered public accounting firm for the 2017 fiscal year was approved by the shareholders by the following vote:
For
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Against
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Abstain
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43,184,001
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385,736
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151,785
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2