Item 5.07
Submission of Matters to a Vote of Security Holders.
The Company
held its Annual Meeting of Stockholders on May 18, 2017. Proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934. At the meeting, holders of the Companys stock were asked (1) to elect ten directors to serve until the 2018 Annual Meeting of Stockholders and until their successors are elected and qualified; (2) to ratify the appointment of Ernst & Young LLP as the Companys independent auditors for the fiscal year ending December 31, 2017; (3) to approve the Companys Second Amended and Restated 2009 Equity Incentive Plan (the Amended Equity Plan); (4) to cast a non-binding, advisory vote upon the compensation of executive officers of the Company, as described in the Companys Proxy Statement; and (5) to cast a non-binding, advisory vote on the frequency of the stockholders advisory vote on the compensation of executive officers of the Company.
Each share of common stock was entitled to one vote with respect to matters submitted to a vote of the Companys stockholders, and the voting results reported below are final.
Proposal 1
The nominees for director received the number of votes reported below:
Nominee:
|
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-votes
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Glyn F. Aeppel
|
|
88,096,415
|
|
31,565,131
|
|
57,594
|
|
3,435,116
|
Terry S. Brown
|
|
118,040,688
|
|
1,622,725
|
|
15,727
|
|
3,435,116
|
Alan B. Buckelew
|
|
118,006,096
|
|
1,697,196
|
|
15,848
|
|
3,435,116
|
Ronald L. Havner, Jr.
|
|
51,008,998
|
|
68,692,275
|
|
17,867
|
|
3,435,116
|
Richard J. Lieb
|
|
113,657,967
|
|
6,045,191
|
|
15,982
|
|
3,435,116
|
Timothy J. Naughton
|
|
108,662,182
|
|
6,037,547
|
|
5,019,411
|
|
3,435,116
|
Peter S. Rummell
|
|
88,076,853
|
|
31,584,730
|
|
57,557
|
|
3,435,116
|
H. Jay Sarles
|
|
87,256,491
|
|
32,405,089
|
|
57,560
|
|
3,435,116
|
Susan Swanezy
|
|
118,675,442
|
|
1,026,774
|
|
16,924
|
|
3,435,116
|
W. Edward Walter
|
|
88,168,348
|
|
31,493,653
|
|
57,139
|
|
3,435,116
|
Accordingly, Ms. Aeppel, Mr. Brown, Mr. Buckelew, Mr. Lieb, Mr. Naughton, Mr. Rummell, Mr. Sarles, and Ms. Swanezy and Mr. Walter were elected to serve until the 2018 Annual Meeting of Stockholders.
Mr. Havner did not receive a majority of the votes cast for his re-election. Mr. Havner remains on the Board because he was running unopposed, but in accordance with the Companys bylaws Mr. Havner has offered to resign from the Board of Directors. The Company believes that Mr. Havners failure to receive the support of a majority of votes cast for his reelection was due to his service on the boards of directors of three other publicly traded companies, which resulted in an against recommendation by ISS and concern among shareholders holding a significant number of shares. In accordance with the Companys bylaws, the Companys Board and its Nominating and Corporate Governance Committee will consider Mr. Havners offer to resign, and the Board of Directors decision as to whether to accept his offer to resign and the basis for the Boards decision will be disclosed no later than August 16, 2017.
Proposal 2
Stockholders ratified the selection of Ernst & Young LLP as the Companys independent auditors for fiscal year 2017. 121,195,834 votes were cast in favor of ratifying the selection of Ernst & Young LLP, 1,936,557 votes were cast against, and there were 21,865 abstentions. There were no broker non-votes with respect to Proposal 2.
Proposal 3
Stockholders approved the Amended Equity Plan, as presented in the Proxy Statement. 114,377,997 votes were cast in favor of approval of the Amended Equity Plan, 5,287,962 votes were cast against, and there were 53,181 abstentions. There were 3,435,116 broker non-votes with respect to Proposal 3.
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Proposal 4
Stockholders approved the compensation paid to the Companys named executive officers as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K. 111,311,257 votes were cast in favor of approval of such compensation, 8,300,571 votes were cast against, and there were 107,312 abstentions. There were 3,435,116 broker non-votes with respect to Proposal 4.
Proposal 5
Stockholders also cast a non-binding, advisory vote recommending an annual advisory vote on the compensation paid to the Companys named executive officers. 103,504,193
votes were cast in favor of an annual vote, as recommended by the Board of Directors, 74,557 votes were cast in favor of a vote every two years, 16,092,845 votes were cast in favor a vote every three years, and there were 47,545 abstentions. There were 3,435,116 broker non-votes with respect to Proposal 5.
The Companys Board of Directors has determined that the Company will include a stockholder vote on the compensation of executives in its proxy materials each year until the next required vote on the frequency of stockholder votes on the compensation of the Companys executives.
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