Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
prior to
"2022 Annual Meeting"). Immediately thereafter, the size of the Board was
decreased to nine members.
As reported below, at the 2022 Annual Meeting,
the amendment and restatement of the
Incentive Plan (as amended and restated, the "Omnibus Plan"). A summary of the
Omnibus Plan is included in Proposal #5 of
filed with the
Proxy Statement"). The description below of the Omnibus Plan is qualified in its
entirety by reference to the full text of the plan filed herewith as Exhibit
10.1 and incorporated herein by reference.
Since 2011, the Omnibus Plan has provided an important incentive to (i) create
continued alignment of
and shareholders, (ii) attract, hire and retain quality associates in an
industry that has a very competitive market for talented employees, and (iii)
meet the Company's goal of establishing a broad-based, long-term ownership focus
for the Company's high performing associates. We believe that operation of the
Omnibus Plan is important in attracting, retaining and motivating key
associates, consultants, and non-employee Directors in a competitive labor
market, which is essential to our long-term growth and success. The terms of the
Omnibus Plan provide for the granting of stock options, stock appreciation
rights, restricted stock, restricted stock units, performance shares,
performance units, performance grants and bonus shares, some of which may be
paid in cash, shares of
of
associates, consultants and non-employee directors. The Omnibus Plan is
administered by the Compensation Committee (or such other committee as the Board
of Directors may determine), and such Compensation Committee has the sole
discretion to determine who may be granted awards under the Omnibus Plan, the
size and types of such awards and the terms and conditions of such awards.
The amendments to the Omnibus Plan:
•Increase the maximum number of shares of
issuance under the Omnibus Plan by 5,000,000 shares. Subject to certain
adjustments, the maximum number of shares of
delivered pursuant to awards under the Omnibus Plan following the amendments is
the sum of 59,300,000 shares, plus (i) that number of Shares available for
issuance under the
G") as of
Plan G that were outstanding as of
2011
thereunder.
•Extended the term of the Omnibus Plan to
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Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2022 Annual Meeting,
proposals described in detail in the 2022 Proxy Statement. The following is a
brief description of the matters that were voted on at the 2022 Annual Meeting
and the results of such voting:
Proposal No. 1 - The election of
serve until the 2023 Annual Shareholders' Meeting, or until their respective
successors are duly elected and qualified.
Final Results:
Directors.
Broker
For Against Abstentions Non-votes
Mitchell E. Daniels, Jr. 182,987,560 30,069,480 2,637,615 35,794,035
Elder Granger, M.D. 204,466,022 8,884,084 2,344,549 35,794,035
John J. Greisch 209,442,356 3,860,958 2,391,341 35,794,035
Melinda J. Mount 209,510,458 3,803,687 2,380,510 35,794,035
George A. Riedel 202,821,209 10,380,790 2,492,656 35,794,035
R. Halsey Wise 179,034,369 34,161,172 2,499,114 35,794,035
Proposal No. 2 - The ratification of the appointment of
independent registered public accounting firm of
Final Results: The shareholders ratified the appointment of
independent registered public accounting firm for 2022.
For Against Abstentions
234,682,303 14,682,002 2,124,385
There were no broker non-votes with respect to this proposal.
Proposal No. 3 - An advisory vote to approve the compensation of our Named
Executive Officers.
Final Results: The shareholders approved, on an advisory basis, the compensation
of our Named Executive Officers.
Broker
For Against Abstentions Non-votes
191,876,471 20,600,424 3,217,760 35,794,035
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Proposal No. 4 - The approval of the proposed amendments to our Third Restated
Certificate of Incorporation (as amended, the "Certificate") to remove the
supermajority voting standards. This proposal included four separate
subproposals, which were voted on separately; the approval of any of the
proposed amendments was not conditioned upon approval of the other proposed
amendments. The approval of each of these amendments requires the approval of
80% or more of the aggregate outstanding shares of the Company.
Proposal #4(a): The approval of the proposed amendments to our Certificate to
remove the supermajority voting standards for certain business combination
transactions with interested stockholders.
Final Results: The shareholders did not approve the proposed amendments to our
Certificate to remove the supermajority voting standards for certain business
combination transactions with interested stockholders.
Broker
For Against Abstentions Non-votes
210,699,492 3,023,056 1,972,107 35,794,035
Proposal #4(b): The approval of the proposed amendments to our Certificate to
remove the supermajority voting standards to amend or repeal any provision of
the Bylaws.
Final Results: The shareholders did not approve the proposed amendments to our
Certificate to remove the supermajority voting standards to amend or repeal any
provision of the Bylaws.
Broker
For Against Abstentions Non-votes
210,616,181 3,094,339 1,984,135 35,794,035
Proposal #4(c): The approval of the proposed amendments to our Certificate to
remove the supermajority voting standards to amend or repeal certain provisions
of the Certificate.
Final Results: The shareholders did not approve the proposed amendments to our
Certificate to remove the supermajority voting standards to amend or repeal
certain provisions of the Certificate.
Broker
For Against Abstentions Non-votes
210,610,112 3,090,882 1,993,661 35,794,035
Proposal #4(d): The approval of the proposed amendments to our Certificate to
remove the supermajority voting standards to remove a director with cause.
Final Results: The shareholders did not approve the proposed amendments to our
Certificate to remove the supermajority voting standards to remove a director
with cause.
Broker
For Against Abstentions Non-votes
210,956,945 2,763,375 1,974,335 35,794,035
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Proposal No. 5 - The amendment and restatement of the Omnibus Plan to increase
the number of authorized shares and extend the plan's term.
Final Results: The shareholders approved the amendment and restatement of the
Omnibus Plan to increase the number of authorized shares and extend the plan's
term.
Broker
For Against Abstentions Non-votes
198,746,024 14,693,428 2,255,203 35,794,035
Proposal No. 6 - The consideration of a shareholder proposal requesting an
amendment to
a special shareholder meeting.
Final Results: The shareholder proposal requesting an amendment to the Company's
governing documents giving shareholders the right to call a special shareholder
meeting was approved.
Broker
For Against Abstentions Non-votes
158,061,172 54,528,885 3,104,598 35,794,035
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit
Number Description
10.1
Restated
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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