ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2018, the Company held its 2018 Annual Meeting of Stockholders. Of the 37,134,435 shares of common stock outstanding and entitled to vote at the Annual Meeting, 35,254,428 shares were present in person or by proxy, representing 94.94% of the Companys outstanding common stock and constituting a 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, Alan P. Krusi, Brian E. Lane, Franklin Myers, William J. Sandbrook, 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
|
|
32,347,332
|
|
96.88
|
%
|
1,043,103
|
|
Herman E. Bulls
|
|
32,590,707
|
|
97.60
|
%
|
799,728
|
|
Alan P. Krusi
|
|
32,663,366
|
|
97.82
|
%
|
727,069
|
|
Brian E. Lane
|
|
33,031,857
|
|
98.93
|
%
|
358,578
|
|
Franklin Myers
|
|
32,202,789
|
|
96.44
|
%
|
1,187,646
|
|
William J. Sandbrook
|
|
33,057,449
|
|
99.00
|
%
|
332,986
|
|
James H. Schultz
|
|
31,569,295
|
|
94.55
|
%
|
1,821,140
|
|
Constance E. Skidmore
|
|
33,141,113
|
|
99.25
|
%
|
249,322
|
|
Vance W. Tang
|
|
32,754,054
|
|
98.09
|
%
|
636,381
|
|
There were 1,863,993 broker non-votes and no abstentions as to Proposal No. 1.
Pursuant to the foregoing votes, the nine nominees listed above were elected to serve on the Companys Board of Directors. There were no additional director nominations brought before the meeting.
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, 2018:
Votes For
|
|
Votes For as a Percentage
of Votes Cast
|
|
Votes Against
|
|
Abstain
|
|
34,913,509
|
|
99.04%
|
|
339,960
|
|
959
|
|
There were no broker non-votes as to Proposal No. 2.
Pursuant to the foregoing vote, the ratification of Ernst & Young LLP as the Companys independent registered public accounting firm for the current fiscal year was approved.
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
|
|
Abstain
|
|
32,245,979
|
|
96.67%
|
|
1,112,041
|
|
32,415
|
|
There were 1,863,993 broker non-votes as to Proposal No. 3.
Pursuant to the foregoing vote, the stockholders adopted a non-binding advisory resolution indicating their approval of the compensation paid to the Companys named executive officers.
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