Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2022, the Company held its Annual Meeting. A total of 56,634,691 shares of Common Stock were entitled to vote as of March 22, 2022, the record date for the Annual Meeting, of which 52,230,356 shares were represented in person or by proxy at the Annual Meeting.
At the Annual Meeting, the shareholders of the Company voted on the following proposals:
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(1) | the election of four nominees, each to serve as a director of the Company until the 2025 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified; |
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(2) | a non-binding advisory proposal to approve the compensation of the Company’s named executive officers, otherwise known as a “say-on-pay” vote; and |
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(3) | a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. |
The results of each of the above proposals are discussed further below.
Proposal 1 - Election of Directors
The votes cast for or withheld for each director nominee were as follows:
Director Nominee | | For | | Against | | Abstain | | Broker Non-Votes |
F. Ann Millner, Ed.D. | | 47,417,383 | | 3,243,701 | | 56,751 | | 1,512,521 |
Thomas J. Gunderson | | 48,632,233 | | 2,066,142 | | 19,460 | | 1,512,521 |
Laura S. Kaiser | | 49,757,095 | | 941,720 | | 19,020 | | 1,512,521 |
Michael R. McDonnell | | 49,747,731 | | 950,653 | | 19,451 | | 1,512,521 |
Accordingly, each of the four nominees listed above was elected to serve as a director of the Company until the 2025 Annual Meeting of Shareholders and until his or her successor is duly elected and qualified.
Proposal 2 - Advisory Vote on Executive Compensation
The results of the voting on a non-binding advisory proposal to approve the compensation of the Company’s named executive officers were as follows:
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For | | Against | | Abstain | | Broker Non-Votes | |
48,531,076 | | 2,153,980 | | 32,779 | | 1,512,521 | |
Accordingly, a majority of votes cast with respect to the advisory “say-on-pay” proposal were “for” approval of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm
The voting results with respect to the proposal to ratify the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 were as follows:
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For | | Against | | Abstain | |
49,383,836 | | 2,777,066 | | 69,454 | |
Accordingly, the Company’s shareholders ratified the appointment of Deloitte and Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.