Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. 2021 Omnibus Award Plan
At the
The objectives of the 2021 Plan are to provide long-term incentives to those persons with significant responsibility for the success and growth of the Company, to align the interests of such persons with those of the Company's shareholders, to assist the Company in recruiting, retaining and motivating employees, directors and consultants on a competitive basis and to link compensation to performance. Under the 2021 Plan, employees of the Company will be eligible to receive awards. The 2021 Plan provides for a variety of equity award vehicles to maintain flexibility. The 2021 Plan will permit the grant of stock options, stock appreciation rights, restricted share awards, and restricted share units.
The foregoing summary of the 2021 Plan does not purport to be complete and is
qualified in its entirety by reference to the full text of the 2021 Plan
attached as Appendix A to the Company's Definitive Proxy Statement on Schedule
14A filed with the
Board Committees
Effective
Audit:
Compensation:
Nominating and Corporate Governance:
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Meeting, shareholders voted on the matters set forth below.
(a) Shareholders elected the nine nominees identified in Item 1 of the Proxy Statement based upon the following votes:
Name For Withheld Broker Non-Votes James M. Anderson 33,357,487 1,002,835 3,680,581 Anthony P. Bihl III 34,159,419 200,903 3,680,581 Dwight E. Ellingwood 33,723,284 637,038 3,680,581 Jack Kenny 34,137,431 222,891 3,680,581 John C. McIlwraith 33,871,717 488,605 3,680,581 David C. Phillips 33,269,332 1,090,990 3,680,581 John M. Rice, Jr. 34,085,335 274,987 3,680,581 Catherine A. Sazdanoff 33,880,066 480,256 3,680,581 Felicia Williams 33,935,596 424,726 3,680,581
(b) Shareholders approved the 2021 Plan based upon the following votes:
For Against Abstain Broker Non-Votes 32,159,266 2,039,601 161,455 3,680,581
(c) Shareholders approved, on an advisory basis, the compensation of the Company' named executive officers, based upon the following votes:
For Against Abstain Broker Non-Votes 29,541,090 4,651,506 167,726 3,680,581
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