Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on June 1, 2023, for the purpose of: (i) electing six directors to serve on the Board until the 2024 Annual Meeting of Stockholders; (ii) approving on an advisory basis the compensation of the Company's named executive officers; and (iii) ratifying the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023.

On April 3, 2023, the record date for the Annual Meeting, there were 51,526,039 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. There were 38,080,407 shares represented in person or by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

Proposal 1 - Election of Directors

Each of the six director nominees proposed by the Board was elected to serve as a director until the Company's 2024 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. The voting results for each director nominee were as follows:



Nominee                     For            Against        Abstain        Broker Non-Votes
Tanuja M. Dehne          22,978,902       1,076,740       160,230           13,864,535
Stephen G. Kasnet        23,098,132        946,472        171,268           13,864,535
Sheila K. McGrath        23,215,909        830,228        169,735           13,864,535
W. Reid Sanders          23,087,349        956,641        171,882           13,864,535
John A. Taylor           23,241,415        701,011        273,446           13,864,535
Hope B. Woodhouse        22,955,184       1,090,266       170,422           13,864,535

Proposal 2 - Approval of Advisory Vote on Executive Compensation

Stockholders approved the advisory resolution on the Company's executive compensation. The proposal received the following final voting results:



     For            Against        Abstain        Broker Non-Votes
  22,606,534       1,165,733       443,605           13,864,535

Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. The proposal received the following final voting results:



     For            Against        Abstain
  37,195,741        530,416        354,250

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Item 9.01   Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.       Description

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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