Item 5.07Submission of Matters to a Vote of Security Holders.
On
At the Annual Meeting, the Company's shareholders took the following actions:
Proposal #1 - Election of Directors. Voted on the election of 13 persons, named in the Proxy Statement, to serve as directors of the Company for the ensuing year constituting the entire Board of Directors. The following is a list of directors elected at the Annual Meeting.
Name For Withheld Carmen M. Bowser 14,470,372 312,839 Dr. Susan A. Cole 14,444,506 338,705 Anthony J. Consi, II 12,801,602 1,981,609 Richard Daingerfield 14,649,831 133,380 Edward A. Gramigna, Jr 14,359,204 424,007 Peter D. Horst 14,078,184 705,027 Steven A. Kass 14,652,320 130,891 Douglas L. Kennedy 14,641,273 141,938 F. Duffield Meyercord 12,551,480 2,231,731 Patrick J. Mullen 14,638,678 144,533 Philip W. Smith, III 13,245,474 1,537,737 Anthony Spinelli 12,644,541 2,138,670 Beth Welsh 14,435,350 347,861
There were 1,620,762 broker non-votes on the proposal.
Proposal #2 - Compensation of Executive Officers. Voted on a non-binding, advisory basis to approve the compensation of the Company's named executive officers.
The number of shares voted "For" and "Against" this proposal, as well as the number of abstentions and broker non-votes, is as follows:
Number of Votes For 10,518,341 Against 3,069,088 Abstentions 1,195,782 Broker Non-Votes 1,620,762 2
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Proposal #3 - Ratification of the Independent Registered Public Accounting
Firm. Voted to ratify the appointment of
The number of shares voted "For" and "Against" this proposal, as well as the number of abstentions, is as follows:
Number of Votes For 16,263,465 Against 98,654 Abstentions 41,854
Item 7.01 Regulation FD Disclosure
The Company is furnishing the presentation materials presented at the Annual Meeting as Exhibit 99.1 to this report. The Company is not undertaking to update this presentation. The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information herein (including Exhibit 99.1).
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. Exhibit No. Title 99.1 Slides used by the Company at the 2022 Annual Meeting of Shareholders 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
The press release disclosed in this Item 9.01 as Exhibit 99.1 shall be considered "furnished" but not "filed" for purposes of the Securities Exchange Act of 1934, as amended.
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