Item 5.07 Submission of Matters to a Vote of Security Holders.
(a)On May 27, 2021, the Company held its Annual Meeting of Stockholders. At the meeting, the stockholders voted on the following proposals:
1.Election of the four Class I nominees named in the proxy statement to the Company’s Board of Directors
2.Ratification of PriceWaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021
3.Advisory vote to approve the compensation of the Company’s named executive officers
4.Advisory vote on the frequency of holding future advisory votes to approve the compensation of the Company’s named executive officers
(b)The four Class I nominees to the Board of Directors of the Company were elected at the meeting, proposals 2 and 3 each received the affirmative votes required for approval and the largest percentage of shares voted indicated “1 Year” as the preferred frequency for proposal 4.
The number of shares voted for, against and withheld, as well as the number of broker non-votes and abstentions, as the case may be, as to each proposal were as follows:
Proposal 1 – Election of the four Class I nominees named in the proxy statement to the Company’s Board of Directors
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NOMINEE
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FOR
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WITHHOLD
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BROKER NON-VOTE
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Paul D. Emery
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444,516,897
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53,241,340
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11,673,331
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C. Martin Harris
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482,454,199
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15,304,038
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11,673,331
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Mark H. Tabak
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443,983,168
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53,775,069
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11,673,331
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William L. Veghte
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483,024,559
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14,733,678
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11,673,331
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Proposal 2 – Ratification of PriceWaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2021
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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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509,219,045
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191,702
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20,821
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—
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Proposal 3 – Advisory vote to approve the compensation of the Company’s named executive officers
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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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470,983,036
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18,653,868
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8,121,333
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11,673,331
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Proposal 4 – Advisory vote on the frequency of holding future advisory votes to approve the compensation of the Company’s named executive officers
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTAIN
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BROKER NON-VOTE
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495,666,588
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35,970
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1,948,205
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107,474
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11,673,331
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(c)A majority of the votes cast by the stockholders voted, on an advisory basis, to hold an annual advisory vote to approve the compensation of the Company’s named executive officers, which was consistent with the Board of Director’s recommendation included in the Company’s proxy statement. As a result, the Board of Directors of the Company has decided that the Company will include an advisory vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of holding future advisory votes to approve the compensation of the Company’s named executive officers, which will occur no later than the Company’s Annual Meeting of Stockholders in 2027.