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i1000 Darden Center Drive, iOrlando, iFloridai32837
(Address of principal executive offices, including zip code)
(i407) i245-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
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
Name of each exchange on which registered
iCommon Stock, without par value
iDRI
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 (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
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.
(b) The name of each director elected at the meeting, a brief description of each other matter voted upon, and the voting results, are provided below. At the Annual Meeting, the shareholders
took the following actions:
(i) Voted on the election of 10 directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified, as follows:
Nominees
For
Withheld
Broker Non-Vote
Margaret
Shân Atkins
98,208,970
2,197,519
10,503,874
Ricardo Cardenas
99,852,877
553,612
10,503,874
Juliana L. Chugg
100,099,195
307,294
10,503,874
James
P. Fogarty
98,814,977
1,591,512
10,503,874
Cynthia T. Jamison
94,612,251
5,794,238
10,503,874
Eugene I. Lee, Jr.
98,556,246
1,850,243
10,503,874
Nana
Mensah
99,443,470
963,019
10,503,874
William S. Simon
97,188,606
3,217,883
10,503,874
Charles M. Sonsteby
99,047,483
1,359,006
10,503,874
Timothy
J. Wilmott
99,051,563
1,354,926
10,503,874
Based on these results, the following nominees were elected as directors at the Annual Meeting, each to serve until the next annual meeting of shareholders and until his or her successor is elected and qualified: Margaret Shân Atkins, Ricardo Cardenas, Juliana L. Chugg, James P. Fogarty, Cynthia T. Jamison, Eugene I. Lee, Jr., Nana Mensah, William S. Simon, Charles M. Sonsteby and Timothy J. Wilmott.
(ii) Approved a resolution providing advisory approval of the
Company’s executive compensation.
For
96,064,614
Against
4,138,324
Abstain
203,551
Broker Non-Vote
10,503,874
(iii) Ratified the appointment of KPMG
LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 28, 2023.
For
106,631,489
Against
4,214,243
Abstain
64,631
Broker Non-Vote
0
2
SIGNATURES
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.
