Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On
Adoption of Director Compensation Program
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1) To elect nine persons to serve as directors of the Company; 2) To conduct an advisory vote to approve the compensation of the Company's named executive officers (i.e., "Say-on-Pay"); and 3) To ratify the appointment ofPricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year endingMarch 31, 2021 .
The results of the shareholder votes are set forth below.
Proposal 1 - Election of Directors
The Company's shareholders elected the following nominees to serve as directors
of the Company for one-year terms expiring at the Company's 2021 Annual Meeting
of Shareholders:
Proposal No. 1 For Withheld Election of Directors Craig A. Barbarosh 44,059,913 11,371,896 George H. Bristol 43,949,787 11,482,022 John R. "Rusty" Frantz 54,742,764 689,045 Julie D. Klapstein 54,908,377 523,432 James C. Malone 54,761,685 670,124 Jeffrey H. Margolis 54,806,047 625,762 Morris Panner 42,645,697 12,786,112 Sheldon Razin 54,728,131 703,678 Lance E. Rosenzweig 54,894,215 537,594
There were 3,390,265 broker non-votes for Proposal No. 1.
Proposal 2 - Say-on-Pay
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The Company's shareholders approved a resolution approving on a non-binding, advisory basis, the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting by the votes indicated below (i.e., "Say-on-Pay"):
Broker Proposal No. 2 For Against Abstain Non-Votes
Advisory vote approving the compensation 53,630,683 1,711,521 89,605 3,390,265 of the Company's named executive officers
Proposal 3 - Appointment of Independent Registered Public Accounting Firm
The Company's shareholders ratified the appointment of
Proposal No. 3 For Against Abstain Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's 58,064,944 721,797 35,333
independent public accountants for the fiscal year
ending
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 * Description of 2021 Director Compensation Program 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* This exhibit is a management contract or compensatory plan or arrangement.
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