Item 5.07
Submission of Matters to a Vote of Security Holders
On May 25, 2017, the Company held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 12,192.500 shares of the Company’s common stock and 1,025,158 shares of the Company’s Class B common stock were entitled to vote as of April 4, 2017, the record date for the Annual Meeting, of which 12,378.409 were present in person or by proxy at the Annual Meeting (representing 21,527,710 total votes). Each share of common stock is entitled to one vote, and each share of Class B common stock is entitled to ten votes. The following is a summary of the final voting results for each matter presented to stockholders.
Proposal 1: Election of Directors
The Company’s stockholders voted to elect Janet Clarke, Saul Reibstein, Ziv Shoshani, Timothy Talbert, Cary Wood and Marc Zandman to serve as directors of the Company for a one-year term expiring on the date of the Company’s 2018 Annual Meeting of Stockholders. The number of votes cast in the election of directors was as follows:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Janet Clarke
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18,774,878
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988,628
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1,764,204
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Saul Reibstein
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18,760,850
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1,002,656
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1,764,204
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Ziv Shoshani
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18,760,603
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1,002,903
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1,764,204
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Timothy Talbert
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18,758,095
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1,005,411
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1,764,204
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Cary Wood
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19,250,523
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512,983
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1,764,204
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Marc Zandman
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18,326,983
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1,436,523
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1,764,204
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Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The number of votes cast in the ratification of the appointment of Ernst & Young LLP was as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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Ratification of Ernst & Young LLP
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21,444,227
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54,695
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28,788
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—
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Proposal 3: Advisory Vote Related to Executive Compensation
The Company’s stockholders, on an advisory basis, voted to approve the compensation paid to the Company's named executive officers for 2016, as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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Approval of 2016 compensation of named executive officers
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19,176,874
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565,392
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21,240
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1,764,204
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Proposal 4: Advisory Vote Related to Frequency of Vote on Executive Compensation
The Company’s stockholders, on an advisory basis, voted to determine the frequency of future advisory votes on executive compensation as follows:
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1 Year
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2 years
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3 Years
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Abstentions
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Frequency of vote on executive compensation
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17,924,371
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8,479
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1,817,801
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12,855
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Based on the voting results with respect to the frequency of the advisory vote on the compensation of the Company’s named executive officers, the Board of Directors has determined that the Company will hold a non-binding, advisory vote on the compensation of the Company’s named executive officers every year.
Proposal 5: Stockholder Proposal Requesting the Board of Directors to Adopt a Recapitalization Plan to Eliminate Dual-Class Capital Structure
The Company’s stockholders voted against requesting the Board of Directors to adopt a recapitalization plan to eliminate the Company’s dual-class capital structure. The number of votes cast was as follows:
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For
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Against
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Abstentions
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Broker Non-Votes
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Adoption of recapitalization plan to eliminate dual-class capital structure
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6,296,603
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13,435,037
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31,866
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1,764,204
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