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Registrant's telephone number, including area code:
i410
i771-7301
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 (see General Instruction A.2. below):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b).
i☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock
iMKC-V
iNew
York Stock Exchange
iCommon Stock Non-Voting
iMKC
iNew York Stock Exchange
Indicate
by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company i☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 27, 2024, the Registrant held its Annual Meeting of Stockholders, at which (i) directors were elected, (ii) Ernst & Young LLP’s appointment as the Registrant’s independent registered public accounting firm for the fiscal year ending November 30, 2024 was ratified, and (iii) the compensation paid to the Registrant’s
Named Executive Officers was approved in an advisory vote. The proposals are described in detail in the Registrant’s 2024 Proxy Statement filed with the Securities and Exchange Commission on February 15, 2024. The final results for the votes regarding each proposal are set forth below.
1. The Registrant’s stockholders elected twelve directors to the Registrant’s Board of Directors, to hold office until the next Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The votes regarding this proposal were as follows:
For
Against
Abstained
Broker
Non-Votes
Anne L. Bramman
9,814,036
218,659
14,340
3,447,262
Michael A. Conway
9,505,195
522,955
18,885
3,447,262
Brendan M. Foley
9,798,010
235,872
13,153
3,447,262
Lawrence
E. Kurzius
9,761,188
264,929
20,918
3,447,262
Patricia Little
9,588,641
439,387
19,007
3,447,262
Michael D. Mangan
9,497,412
530,749
18,874
3,447,262
Maritza G. Montiel
9,872,397
160,035
14,603
3,447,262
Margaret
M.V. Preston
9,584,322
442,427
20,286
3,447,262
Gary Rodkin
9,582,179
449,825
15,031
3,447,262
Jacques Tapiero
9,814,021
218,578
14,436
3,447,262
Terry S.Thomas
9,812,927
219,471
14,637
3,447,262
W.
Anthony Vernon
9,613,377
417,366
16,292
3,447,262
2. The Registrant’s stockholders ratified the appointment of Ernst & Young LLP as the Registrant’s Independent Registered Public Accounting firm for the fiscal year ending November 30, 2024. The votes regarding this proposal were as follows:
For
Against
Abstain
Broker
Non-Votes
13,437,202
50,185
6,910
0
3. The Registrant’s stockholders approved in an advisory (non-binding) vote the compensation paid to the Registrant’s Named Executive Officers. The votes regarding this proposal were as follows:
For
Against
Abstain
Broker
Non-Votes
9,262,165
428,103
356,767
3,447,262
No other matters were submitted for stockholder action.
Exhibit
Number
104
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
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.
