Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the Companys annual meeting of shareholders held on May 22, 2018, the Companys shareholders elected Jennifer B. Clark as a Managing Trustee in Class I of the Board of Trustees (the Board) with the following votes: 135,982,508 for; 44,019,461 withheld; and 41,166,860 broker non-votes. At the same meeting, the Companys shareholders elected Lisa Harris Jones as an Independent Trustee in Class I of the Board with the following votes: 30,377,170 for; 149,624,799 withheld; and 41,166,860 broker non-votes.
In accordance with the Companys governing documents and applicable law, each of Mses. Clark and Harris Jones were elected by a plurality of the votes cast. However, Ms. Harris Joness election did not receive a majority of the share votes cast. Therefore, pursuant to the Companys Governance Guidelines, Ms. Harris Jones offered to resign and the Nominating and Governance Committee and the entire Board then considered whether to accept or reject her resignation offer with Ms. Harris Jones recusing herself from participating in this decision.
In response to inquiries from the Nominating and Governance Committee and the Board, Ms. Harris Jones stated that she was willing to serve if her offered resignation was declined. The Nominating and Governance Committee and the Board then separately considered Ms. Harris Joness qualifications to serve on the Board, including her historical performance as a Board member, the on-going responsibilities undertaken by her, her committee assignments, and the possible benefits and harms to the Company of accepting her resignation, the reasons for the large number of withhold votes cast as stated in certain proxy advisory publications, the Boards desire to include members of diverse backgrounds and other matters.
Without the participation of Ms. Harris Jones, the Nominating and Governance Committee then recommended that the Board decline to accept Ms. Harris Joness offer to resign as a Trustee, the Board then unanimously determined to reject her offer to resign. Accordingly, each of Mses. Harris Jones and Clark continue to serve as an Independent Trustee and a Managing Trustee, respectively, until the Companys 2021 annual meeting of shareholders and until her successor is duly elected and qualifies.
The Companys shareholders also voted on a non-binding advisory resolution on the compensation paid to the Companys named executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Companys proxy statement relating to the Companys 2018 annual meeting of shareholders. This proposal received the following votes:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
112,293,636
|
|
66,610,673
|
|
1,097,660
|
|
41,166,860
|
|
The Companys shareholders also ratified the appointment of Ernst & Young LLP as the Companys independent auditors to serve for the 2018 fiscal year. This proposal received the following votes:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
|
218,037,238
|
|
2,443,996
|
|
687,595
|
|
|
|
The results reported above are final voting results.