Item 5.07.
|
Submission of Matters to a Vote of Security Holders.
|
(a) The Company held its 2019 Annual Meeting of stockholders on May 8, 2019 (the Annual Meeting). As of the close of business
on March 18, 2019, the record date for eligibility to vote at the Annual Meeting, there were 33,961,228 shares of Class A Common Stock, $0.01 par value per share, and 4,817,394 shares of Class B Common Stock, $0.01 par value per
share, issued and outstanding and entitled to vote at the Annual Meeting. Each share of Class A Common Stock was entitled to one (1) vote per share, and each share of Class B Common Stock was entitled to five (5) votes per share.
Accordingly, as of the record date, the total voting power of all of the shares of the Companys common stock entitled to vote at the Annual Meeting was 58,048,198 votes. There were present in person or represented by proxy at the Annual
Meeting stockholders holding an aggregate of 36,770,254 shares of common stock representing 94.82% of the issued and outstanding shares of common stock of the Company, which shares held 56,039,831 votes, representing 96.54% of the total voting power
of common stock of the Company, in each case which were entitled to vote at the Annual Meeting as determined on the record date.
(b) At
the Annual Meeting, the stockholders of the Company:
(1) Elected all seven (7) of the Companys nominees for director, with
voting results as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Votes Cast For
|
|
|
Votes Withheld
|
|
|
Broker Non-Votes
|
|
Douglas K. Ammerman
|
|
|
53,301,326
|
|
|
|
562,776
|
|
|
|
2,175,729
|
|
Eric A. Anderson
|
|
|
53,523,996
|
|
|
|
340,106
|
|
|
|
2,175,729
|
|
Thomas F. Harrison
|
|
|
53,418,472
|
|
|
|
445,630
|
|
|
|
2,175,729
|
|
Gary H. Hunt
|
|
|
53,154,041
|
|
|
|
710,061
|
|
|
|
2,175,729
|
|
William H. Lyon
|
|
|
53,385,027
|
|
|
|
479,075
|
|
|
|
2,175,729
|
|
Lynn Carlson Schell
|
|
|
53,534,427
|
|
|
|
329,675
|
|
|
|
2,175,729
|
|
Matthew R. Zaist
|
|
|
53,413,650
|
|
|
|
450,452
|
|
|
|
2,175,729
|
|
Based on the foregoing votes, each of the seven nominees named in the table above was elected and will serve
as a director until the 2020 annual meeting of stockholders and until such directors successor is duly elected and qualified or, if earlier, such directors death, resignation or removal.
(2) Approved, on an advisory basis, the compensation of the Companys named executive officers, with voting results as follows:
|
|
|
|
|
|
|
Votes Cast For
|
|
Votes Cast Against
|
|
Abstentions
|
|
Broker Non-Votes
|
51,437,875
|
|
1,866,738
|
|
559,489
|
|
2,175,729
|
(3) Ratified the selection of KPMG LLP as the Companys independent registered public accountants for the
fiscal year ending December 31, 2019, with voting results as follows:
|
|
|
|
|
|
|
Votes Cast For
|
|
Votes Cast Against
|
|
Abstentions
|
|
Broker Non-Votes
|
55,372,184
|
|
115,657
|
|
551,990
|
|
|