Item 5.07 Submission of Matters to a Vote of Security Holders
On May 16, 2022, Cano Health, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). There were 481,749,071 shares of the Company’s Class A common stock and Class B common stock outstanding and entitled to vote at the Annual Meeting. 433,064,494 shares of the Company’s Class A common stock and Class B common stock were represented in person or by proxy at the Annual Meeting, which constituted a quorum for the purpose of transacting business.
At the Annual Meeting, the Company’s stockholders voted upon the following four matters:
1. The election of Dr. Lewis Gold, Barry S. Sternlicht and Solomon D. Trujillo as Class I directors, each to serve on the Company’s Board of Directors for a three-year term and until their respective successors are duly elected and qualified.
2. The approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers.
3. The approval of a non-binding advisory resolution on whether an advisory vote on executive compensation should be held every one, two or three years.
4. The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
The final voting results for each proposal are set forth below:
Proposal 1 - Election of Class I Directors
| | | | | | | | | | | |
Director Nominee | Votes For | Withheld | Broker Non-Vote |
Dr. Lewis Gold | 389,739,710 | 24,442,791 | 18,881,993 |
Barry S. Sternlicht | 366,809,590 | 47,372,911 | 18,881,993 |
Solomon D. Trujillo | 392,105,689 | 22,076,812 | 18,881,993 |
Each of the three director nominees listed above received the number of votes set forth opposite his name, constituting in each case a plurality of the votes cast at the Annual Meeting for the election of such director to serve on the Board of Directors for a term of three years and until his successor is duly elected and qualified.
Proposal 2 - Advisory Vote on Compensation of Named Executive Officers
| | | | | |
| Number |
Votes For | 400,342,807 |
Votes Against | 13,314,689 |
Abstentions | 525,005 |
Broker Non-Votes | 18,881,993 |
The non-binding advisory resolution regarding the compensation of the Company’s named executive officers was approved by the affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting.
Proposal 3 - Advisory Vote on Frequency of an Advisory Vote on Compensation of Named Executive Officers
| | | | | | | | | | | | | | |
1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Vote |
410,348,928 | 1,448,818 | 133,435 | 2,251,320 | 18,881,993 |
An advisory vote on executive compensation to be held annually received the highest number of votes of the shares of common stock present or represented by proxy at the Annual Meeting.
Proposal 4 - Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2022
| | | | | |
| Number |
Votes For | 414,996,206 |
Votes Against | 17,977,823 |
Abstentions | 90,465 |
The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved by the affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting.