Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Item 5.02(b).
On February 27, 2023, the Board of Directors of Greif, Inc. (the “Company”) accepted the resignation of Roel Vestjens as a director. Mr. Vestjens’ resignation was submitted pursuant to the Company’s Corporate Governance Guidelines and was the result of a material change in the employment of Mr. Vestjens. Mr. Vestjens’ resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In addition, Mr. Vestjens was not nominated for election as a director at the Annual Meeting referenced below.
Item 5.07. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on February 28, 2023. At the Annual Meeting, the holders of the Company's Class B Common Stock voted on the following proposals and cast their votes as described below.
Proposal 1
To elect the following persons as directors for one-year terms Ole G. Rosgaard, Vicki L. Avril-Groves, Bruce A. Edwards, Mark A. Emkes, Daniel J. Gunsett, John W. McNamara, Frank C. Miller, Karen A. Morrison, Robert M. Patterson and Kimberly T. Scott, the ten persons nominated by the Company's Board of Directors.
PROPOSAL 001 ELECTION OF DIRECTORS
| | | | | | | | |
*** | FOR | WITHHELD |
Ole G. Rosgaard | 18,865,360 | 19,593 |
Vicki L. Avril-Groves | 18,762,783 | 122,170 |
Bruce A. Edwards | 18,357,408 | 527,545 |
Mark A. Emkes | 18,851,222 | 33,731 |
Daniel J. Gunsett | 18,238,959 | 645,994 |
John W. McNamara | 18,442,668 | 442,285 |
Frank C. Miller | 18,808,060 | 76,893 |
Karen A. Morrison | 18,872,912 | 12,041 |
Robert M. Patterson | 18,818,198 | 66,755 |
Kimberly T. Scott | 18,840,482 | 44,471 |
Proposal 2
To consider and vote upon the following resolution concerning the compensation of the Company’s named executive officers:
“Resolved, that the Class B Common Stockholders hereby approve, on an advisory basis, the compensation, as disclosed in the Compensation Discussion and Analysis section and compensation tables, as well as the other narrative executive compensation disclosures, contained in the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders (the "Proxy Statement"), of the Company’s named executive officers identified in the Proxy Statement.”
PROPOSAL 002 ADVISORY VOTE ON APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS
| | | | | | | | | | | |
*** | FOR | AGAINST | ABSTAIN |
TOTAL SHARES VOTED | 18,624,889 | 24,348 | 235,716 |
Proposal 3
To consider and vote upon the frequency of conducting future advisory votes concerning the approval of the compensation of the Company’s named executive officers.
PROPOSAL 003 ADVISORY VOTE ON THE FREQUENCY OF VOTES ON EXECUTIVE COMPENSATION
| | | | | | | | | | | | | | |
*** | 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN |
TOTAL SHARES VOTED | 8,020,760 | 26,049 | 8,725,354 | 1,961,127 |
Proposal 4
To consider and vote upon the proposal to approve amendments to the Company's 2005 Outside Directors Equity Award Plan.
PROPOSAL 004 APPROVAL OF AMENDED & RESTATED OUTSIDE DIRECTORS EQUITY AWARD PLAN
| | | | | | | | | | | |
*** | FOR | AGAINST | ABSTAIN |
TOTAL SHARES VOTED | 16,033,631 | 2,611,669 | 239,653 |
Proposal 5
To consider and vote upon the proposal to approve the Greif, Inc. Colleague Stock Purchase Plan.
PROPOSAL 005 APPROVAL OF COLLEAGUE STOCK PURCHASE PLAN
| | | | | | | | | | | |
*** | FOR | AGAINST | ABSTAIN |
TOTAL SHARES VOTED | 18,625,790 | 26,650 | 232,513 |