Item 5.07. Submission of Matters to a Vote of
Security Holders
.
On September 27, 2017, the Registrant
held the 2017 Annual Meeting of Shareholders of the Registrant (the “2017 Annual Meeting”) as a virtual meeting and
shareholders were able to participate in the 2017 Annual Meeting, vote and submit questions via live webcast. At the close of business
on August 1, 2017, the record date for the 2017 Annual Meeting, there were a total of 63,040,929 common shares of the Registrant
outstanding and entitled to vote. At the 2017 Annual Meeting, the holders of
57,225,720 (90.77%)
of
the Company’s common shares were represented by proxy, constituting a quorum.
The vote on the proposals presented for shareholder vote at
the 2017 Annual Meeting was as follows:
Proposal
1
— Election of directors
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
Michael J. Endres
|
|
|
48,943,146
|
|
|
|
2,420,520
|
|
|
|
5,862,054
|
|
Ozey K. Horton, Jr.
|
|
|
49,047,701
|
|
|
|
2,315,965
|
|
|
|
5,862,054
|
|
Peter Karmanos, Jr.
|
|
|
48,774,520
|
|
|
|
2,589,146
|
|
|
|
5,862,054
|
|
Carl A. Nelson, Jr.
|
|
|
41,491,785
|
|
|
|
9,871,881
|
|
|
|
5,862,054
|
|
At the 2017 Annual Meeting, each of Michael J. Endres, Ozey K. Horton, Jr., Peter Karmanos, Jr. and Carl A. Nelson, Jr. was elected
as a director of the Registrant for a three-year term, expiring at the 2020 Annual Meeting of Shareholders.
The directors of the Registrant whose terms of office continue
until the 2018 Annual Meeting of Shareholders are: John B. Blystone, Mark C. Davis and Sidney A. Ribeau.
The directors of the Registrant whose terms of office continue
until the 2019 Annual Meeting of Shareholders are: Kerrii B. Anderson, John P. McConnell and Mary Schiavo.
Proposal 2
— Advisory vote on the frequency of
future advisory votes on executive compensation.
Votes for Every One Year
|
|
Votes for Every Two Years
|
|
Votes for Every Three Years
|
|
Abstentions
|
|
Broker
Non-Votes
|
|
44,320,098
|
|
|
|
331,920
|
|
|
|
6,639,834
|
|
|
|
71,814
|
|
|
|
5,862,054
|
|
Based on the voting results at the 2017
Annual Meeting, with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Board
of Directors of the Registrant has determined that the Registrant will continue to submit an advisory vote to the shareholders
of the Registrant on an annual basis (i.e., every one year) to approve the Registrant’s compensation for its executive officers
as set forth in the Registrant’s proxy statement for the year.
Proposal 3
— Approval of the advisory resolution
on executive compensation.
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
|
49,158,893
|
|
|
|
1,856,566
|
|
|
|
348,207
|
|
|
|
5,862,054
|
|
At the 2017 Annual Meeting, the Registrant’s
shareholders approved the advisory resolution on executive compensation.
Proposal 4
— Ratification
of the selection of KPMG LLP as the independent registered public accounting firm of the Registrant for the fiscal year ending
May 31, 2018.
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
|
56,904,805
|
|
|
|
259,142
|
|
|
|
61,773
|
|
|
|
0 (N/A)
|
|
At the 2017 Annual Meeting, the shareholders of the Registrant
ratified the selection of KPMG LLP as the Registrant’s independent registered public accounting firm for the fiscal year
ending May 31, 2018.