Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security
Holders.
(b) The Annual Meeting of Stockholders of the Corporation was held on April 25, 2017. The following matters were acted upon:
1. ELECTION OF DIRECTORS
Patricia Diaz Dennis, Dan O. Dinges, John G. Drosdick, John J. Engel, Murry S. Gerber, Stephen J. Girsky, Mario Longhi, Paul A. Mascarenas, Glenda G. McNeal, Robert J. Stevens, David S. Sutherland and Patricia A. Tracey were elected as directors, to serve an annual term expiring at the 2018 annual meeting of stockholders, by the following votes:
Nominee
Votes
For
Votes Against
Abstentions
Patricia Diaz Dennis
104,960,887
1,814,366
486,537
Dan O. Dinges
105,220,334
1,597,746
443,710
John G. Drosdick
104,580,433
2,172,165
509,192
John
J. Engel
105,228,621
1,593,586
439,583
Murry S. Gerber
105,125,026
1,726,151
410,613
Stephen J. Girsky
104,919,472
1,840,271
502,047
Mario Longhi
104,145,384
2,824,879
291,527
Paul
A. Mascarenas
105,089,902
1,650,543
521,345
Glenda G. McNeal
104,902,671
1,892,619
466,500
Robert J. Stevens
105,087,441
1,739,246
435,103
David S. Sutherland
105,046,457
1,746,115
469,218
Patricia
A. Tracey
104,899,657
1,898,052
464,081
2. ADVISORY VOTE ON EXECUTIVE COMPENSATION
The results of the non-binding advisory vote to approve the compensation of certain executive officers of the Corporation were as follows:
Votes For
Votes
Against
Abstentions
97,842,847
6,126,982
3,291,961
3. ADVISORY VOTE ON FREQUENCY OF STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION
The results of the non-binding advisory vote to approve the frequency of the stockholder vote on compensation paid to certain executive officers were as follows:
1
Year
2 Years
3 Years
Abstentions
88,796,331
813,602
15,097,698
2,554,159
4. APPROVAL OF THE AMENDMENT TO THE CORPORATION’S 2016 OMNIBUS INCENTIVE COMPENSATION PLAN
The amendment to the 2016 Omnibus Incentive Compensation Plan was approved by the following votes:
6. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Corporation for 2017 was ratified by the following votes:
Votes
For
Votes Against
Abstentions
137,046,324
3,232,584
859,960
(d) At the annual meeting of stockholders on April 25, 2017, approximately 83% of the voting shares voted in favor of an annual advisory vote on the compensation of certain executive officers. After careful consideration of the frequency alternatives, and in light of this advisory vote, the Board of Directors of the Corporation 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 certain executive officers.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
