Item 5.07 Submission of Matters to a Vote of Security Holders
On May 27, 2020, Compass Diversified Holdings (the “Trust”) and Compass Group Diversified Holdings LLC (the “Company”) (NYSE: CODI) (collectively “CODI”) held their 2020 Annual Meeting of Shareholders (the “Annual Meeting”), via virtual webcast. A total of 59,900,000 shares of the Company’s common stock were entitled to vote as of March 30, 2020, the record date for the Annual Meeting. There were 49,631,514 shares present in person or by proxy, constituting a quorum, at the Annual Meeting, at which the shareholders were asked to vote on three (3) proposals. Set forth below are the matters acted upon by the shareholders and the final voting results of each such proposal.
Proposal 1. Election of Directors
With respect to the election of the following nominees as Class II directors of the Company to hold office for a three-year term, ending at the 2023 Annual Meeting, the shareholders voted as set forth in the table below:
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For
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Withheld
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Broker Non-Vote
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James J. Bottiglieri
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27,066,264
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2,326,361
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20,238,889
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Gordon M. Burns
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22,723,016
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6,669,609
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20,238,889
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Based on the votes set forth above, Mr. Bottiglieri and Mr. Burns were duly elected to serve as Class II directors of the Company for a three-year term, ending at the 2023 Annual Meeting.
Proposal 2. Advisory Vote Regarding Executive Compensation (“Say-on-Pay”)
With respect to the non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement, the shareholders voted as set forth in the table below:
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For
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Against
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Abstain
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Broker Non-Vote
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23,651,530
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5,072,874
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668,221
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20,238,889
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Based on the votes set forth above, the shareholders approved the Say-on-Pay proposal.
Proposal 3. Ratification of Selection of Independent Auditor
The ratification of the appointment of Grant Thornton LLP as independent auditor for the Company and the Trust for the fiscal year ending December 31, 2020 received the following votes:
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For
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Against
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Abstain
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Broker Non-Vote
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49,039,121
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396,332
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196,061
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N/a
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Based on the votes set forth above, the ratification of the appointment of Grant Thornton LLP as the independent auditor for the Company and the Trust to serve for the 2020 fiscal year was duly ratified by the shareholders.