05/15/2026 | Press release | Distributed by Public on 05/15/2026 15:19
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2026 Annual Meeting of Stockholders of the Company (the "Annual Meeting") was held on May 13, 2026. Represented at the Annual Meeting were 444,592,209 shares, or 93.50%, of the Company's 475,463,173 shares of common stock, $0.25 par value per share, outstanding and entitled to vote at the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company's definitive Proxy Statement, filed with the Securities and Exchange Commission on April 1, 2026. The vote required for approval of Proposal 1 was based on a majority of votes cast, while the vote required for Proposals 2 and 3 was based on a majority of voting power present (in person or by proxy). Abstentions had no effect on Proposal 1 and were counted as votes "against" on Proposals 2 and 3. Pursuant to the rules of the New York Stock Exchange governing brokers' discretionary authority, brokers did not have the authority to vote on Proposals 1 and 2 without the beneficial owner's instruction and brokers had discretionary authority to vote on Proposal 3.
Proposal 1: To elect the 12 director nominees named in the Proxy Statement to serve until the 2027 Annual Meeting of Stockholders
Nominees of the Company:
| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||
| Melody C. Barnes | 392,026,421 | 37,462,524 | 212,663 | 14,890,601 | ||||
| Theodore Bigman | 429,327,760 | 153,143 | 220,705 | 14,890,601 | ||||
| Debra A. Cafaro | 403,263,151 | 13,858,507 | 12,579,950 | 14,890,601 | ||||
| Michael J. Embler | 429,036,445 | 434,260 | 230,903 | 14,890,601 | ||||
| Matthew J. Lustig | 424,024,053 | 5,456,574 | 220,981 | 14,890,601 | ||||
| Roxanne M. Martino | 414,947,605 | 13,606,326 | 1,147,677 | 14,890,601 | ||||
| Marguerite M. Nader | 424,598,140 | 3,941,692 | 1,161,776 | 14,890,601 | ||||
| Sean P. Nolan | 420,665,284 | 8,803,774 | 232,550 | 14,890,601 | ||||
| Walter C. Rakowich | 428,133,612 | 1,336,405 | 231,591 | 14,890,601 | ||||
| Joe V. Rodriguez, Jr. | 424,610,187 | 3,926,890 | 1,164,531 | 14,890,601 | ||||
| Sumit Roy | 428,871,640 | 601,740 | 228,228 | 14,890,601 | ||||
| Maurice S. Smith | 428,298,632 | 1,172,748 | 230,228 | 14,890,601 |
Proposal 2: To approve, on an advisory basis, the compensation of the Company's Named Executive Officers
|
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
|||
| 392,256,709 | 35,413,128 | 2,031,771 | 14,890,601 |