Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s shareholders voted on four proposals at the Annual Meeting that are described in detail in the Company’s definitive proxy statement (as filed with the Securities and Exchange Commission on April 28, 2023). The final voting results are disclosed below.
1. Election of Directors. Shareholders elected each of the individuals listed below to serve as a director of the Company until the next annual meeting of shareholders and until his or her successors are duly elected and qualified, with each director nominee receiving a greater number of votes cast “for” his or her election than votes cast “against” his or her election.
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Director Nominee | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
Domenic J. Dell’Osso, Jr. | | 114,892,082 | | 141,674 | | 31,873 | | 7,850,949 |
Timothy S. Duncan | | 114,521,633 | | 511,055 | | 32,941 | | 7,850,949 |
Benjamin C. Duster, IV | | 114,267,532 | | 704,534 | | 93,563 | | 7,850,949 |
Sarah A. Emerson | | 110,787,429 | | 4,246,003 | | 32,197 | | 7,850,949 |
Matthew Gallagher | | 98,582,313 | | 16,390,631 | | 92,685 | | 7,850,949 |
Brian Steck | | 114,350,258 | | 622,039 | | 93,332 | | 7,850,949 |
Michael Wichterich | | 113,684,870 | | 1,287,576 | | 93,183 | | 7,850,949 |
2. Advisory Vote to Approve Named Executive Officer Compensation. Shareholders approved the advisory resolution to approve the executive compensation of the Company’s named executive officers, with the affirmative vote of a plurality of the votes cast, in person or by proxy.
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Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
113,764,894 | | 889,603 | | 411,132 | | 7,850,949 |
3. Advisory Vote on Frequency of Advisory Votes on Named Executive Officer Compensation. Shareholders approved the advisory proposal to hold advisory votes on named executive officer compensation every year, with “One Year” having received the affirmative vote of a plurality of the votes cast, in person or by proxy.
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One Year | | Two Years | | Three Years | | Abstentions | | Broker Non-Votes |
113,741,876 | | 516,494 | | 770,720 | | 36,539 | | 7,850,949 |
In accordance with the results of this advisory vote, the Company has determined that it will hold an advisory vote to approve executive compensation every year, until the next required advisory vote on the frequency of future advisory votes to approve executive compensation.
4. Ratification of Appointment of Independent Registered Public Accounting Firm. Shareholders approved the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm, with the affirmative vote of a plurality of the votes cast, in person or by proxy.
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Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
121,016,526 | | 1,871,356 | | 28,696 | | 0 |