Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
(b) Resignation, Retirement of Directors.
In accordance with Genesee & Wyoming Inc.s (the Company) previous announcement on April 3, 2018,
Messrs. Richard Allert and Hans Michael Norkus retired from the Companys Board of Directors (the
Board) effective May 23, 2018.
(d) Compensatory Arrangements of Certain Officers
On May 23, 2018, the stockholders of Genesee & Wyoming Inc. (the Company) approved the Fourth
Amended and Restated 2004 Omnibus Incentive Plan (the Omnibus Plan) at the Companys annual
meeting of stockholders. The Omnibus Plan became effective as of the date of such stockholders
approval. A description of the Omnibus Plan is set forth in the Companys proxy statement, dated
April 9, 2018, for its 2018 annual meeting of stockholders (the Proxy Statement) under Proposal
Two: Adoption of our Fourth Amended and Restated 2004 Omnibus Incentive Plan starting at page 59,
which is incorporated herein by reference. The description is qualified in its entirety by
reference to a copy of the Omnibus Plan attached to the Proxy Statement as Annex I, which is also
attached hereto as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The Companys 2018 annual meeting of stockholders was held on May 23, 2018.
(b) The Companys stockholders considered five proposals, each of which is described in more detail
in the Proxy Statement. As set forth in the Proxy Statement, there were 61,229,743 shares of Class
A common stock and 701,138 shares of Class B common stock outstanding as of the close of business
on the record date. A total of 58,240,021 shares of Class A common stock, or 95%, were present in
person or by proxy at the annual meeting. A total of 701,138 shares of Class B common stock, or
100%, were present in person or by proxy at the annual meeting. The holders of the Companys Class
A common stock are entitled to one vote for each share of Class A common stock held, and the
holders of the Companys Class B common stock are entitled to ten votes for each share of Class B
common stock held. The final voting results for each matter submitted to a vote of stockholders at
the annual meeting are as follows:
Proposal 1: Election of Directors.
The stockholders voted to elect the following individuals
as directors of the Company, each for a three-year term expiring in 2021, or until their successors
have been duly elected and qualified:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Ann N. Reese
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|
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61,707,405
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610,567
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2,933,431
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Bruce J. Carter
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62,046,249
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|
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271,723
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2,933,431
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Cynthia L. Hostetler
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62,039,426
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278,546
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|
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2,933,431
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Directors whose terms of office continued after the annual meeting are: Richard H. Bott,
Oivind Lorentzen III, Mark A. Scudder, John C. Hellmann, Albert J. Neupaver, Joseph H. Pyne and
Hunter C. Smith.
Proposal 2: Adoption of our Fourth Amended and Restated 2004 Omnibus Incentive Plan.
The
stockholders approved adoption of the Companys Omnibus Plan as follows:
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Votes For
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Votes Against
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Abstentions
|
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Broker Non-Votes
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60,618,264
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|
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1,622,464
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77,244
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2,933,431
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Proposal 3: Non-Binding, Advisory Vote on Executive Compensation.
The stockholders approved,
on a non-binding, advisory basis, the compensation of our named executive officers as follows:
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Votes For
|
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Votes Against
|
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Abstentions
|
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Broker Non-Votes
|
58,846,299
|
|
|
3,417,903
|
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53,770
|
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2,933,431
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Proposal 4: Ratification of PricewaterhouseCoopers LLP as Independent Registered Public
Accounting Firm.
The stockholders voted to ratify the selection of PricewaterhouseCoopers LLP as
the Companys independent registered public accounting firm for the fiscal year ending December 31,
2018 as follows:
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Votes For
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Votes Against
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Abstentions
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64,978,064
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243,366
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29,973
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|
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|
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Proposal 5: Stockholder Proposal Requesting Greenhouse Gas Emission Goals.
The stockholders
approved a non-binding stockholder proposal seeking the adoption of time bound, quantitative,
company-wide goals for reducing greenhouse gas emissions as follows:
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Votes For
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Votes Against
|
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Abstentions
|
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Broker Non-Votes
|
33,861,317
|
|
|
25,299,145
|
|
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3,157,509
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|
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|
2,933,431
|
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Exhibit Index