Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2017, the Company held its Annual Meeting for 2017. At the Annual Meeting, the
total number of shares represented in person or by proxy was 104,111,905 of the 123,629,689 shares
of Common Stock outstanding and entitled to vote at the Annual Meeting as of the record date, April
10, 2017. The following matters were voted upon at the Annual Meeting:
1.
Election of Directors
. The following named persons were elected as Directors of the
Company to serve until the next Annual Meeting of Stockholders in 2018 or until their successors
are elected and qualified. The votes cast were as follows:
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Director Nominee
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For
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Vote Withheld
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Paul A. LaViolette
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67,110,083
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4,390,858
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Todd M. Pope
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70,114,050
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1,386,891
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Andrea Biffi
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70,492,715
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1,008,226
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Jane H. Hsiao
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67,818,404
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3,682,537
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William N. Kelley
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67,378,975
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4,121,966
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Aftab R. Kherani
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70,132,087
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1,368,854
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David B. Milne
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70,482,228
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1,018,713
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Richard C. Pfenniger, Jr.
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69,897,123
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1,603,818
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William N. Starling
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70,085,690
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1,415,251
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2.
Say on Pay
. The stockholders voted to approve, on an advisory basis, the compensation
of the Companys named executive officers for 2016, as described in the proxy statement in
accordance with Regulation S-K, Item 402. The stockholder vote was as follows:
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65,820,204 Votes
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FOR the resolution
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5,483,988 Votes
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AGAINST the resolution
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196,749 Votes
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ABSTAIN
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3.
Frequency of Say on Pay
. The stockholders voted to approve the frequency of the
submission of future Say on Pay proposals to the stockholders as once every year. The stockholder
vote was as follows:
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70,453,508 Votes
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ONE YEAR
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165,068 Votes
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TWO YEARS
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595,308 Votes
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THREE YEARS
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287,057 Votes
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ABSTAIN
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Following the Annual Meeting, and based upon the votes of the stockholders, approving annual Say on
Pay proposals, the Board of Directors adopted and approved the recommendation of the stockholders
and will submit annual Say on Pay proposals to the stockholders beginning with the 2018 annual
meeting of stockholders.
4.
Amendment and Restatement of the Incentive Compensation Plan
. The stockholders voted to
approve the amendment of the Plan to increase the number of shares reserved for issuance under the
Plan by 7,000,000 shares. The stockholder vote was as follows:
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62,810,724 Votes
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FOR the resolution
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8,551,057 Votes
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AGAINST the resolution
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139,160 Votes
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ABSTAIN
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5.
Ratification of Independent Public Accounting Firm for 2017
. The stockholders voted to
ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for the
Company for the year ending December 31, 2017. The stockholder vote was as follows:
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101,784,808 Votes
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FOR the resolution
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1,588,610 Votes
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AGAINST the resolution
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738,487 Votes
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ABSTAIN
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