Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the stockholders of
Proposal No. 1: To elect eleven members to the Board to serve a one-year term expiring at the 2024 Annual Meeting of Stockholders:
Nominee For Against Abstain Broker Non-votes Craig H. Barratt, Ph.D. 272,570,649 9,717,456 1,404,746 25,189,301 Joseph C. Beery 280,548,625 2,312,274 831,952 25,189,301 Gary S. Guthart, Ph.D. 281,312,707 1,572,730 807,414 25,189,301 Amal M. Johnson 270,219,436 12,123,930 1,349,485 25,189,301 Don R. Kania, Ph.D. 276,881,894 5,992,239 818,718 25,189,301 Amy L. Ladd, M.D. 278,428,941 4,475,013 788,897 25,189,301 Keith R. Leonard, Jr. 280,567,213 2,293,648 831,990 25,189,301 Alan J. Levy, Ph.D. 264,252,132 18,614,155 826,564 25,189,301 Jami Dover Nachtsheim 274,675,509 8,194,039 823,303 25,189,301 Monica P. Reed, M.D. 278,400,074 4,506,085 786,692 25,189,301 Mark J. Rubash 266,431,830 15,904,697 1,356,324 25,189,301
Each of the nominees nominated in Proposal No. 1 was elected.
Proposal No. 2: To consider and approve, on an advisory basis, the compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement:
For Against Abstain Broker Non-votes
256,335,720 23,958,341 3,398,790 25,189,301
Proposal No. 2 was approved on an advisory basis.
Proposal No. 3: To consider and approve, on an advisory basis, the frequency of the advisory vote on the compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement:
1 Year 2 Years 3 Years Abstain Broker Non-votes
280,214,412 229,749 2,745,574 503,116 25,189,301
The annual frequency was approved on an advisory basis. In light of this vote, the Company will include an advisory, non-binding vote on executive compensation in its proxy materials pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, on an annual basis until the next advisory vote on the frequency of advisory votes on executive compensation, which will occur no later than the Company's 2029 Annual Meeting of Shareholders.
Proposal No. 4: To ratify the appointment of
For Against Abstain 306,654,434 1,157,337 1,070,381 Proposal No. 4 was approved.
Proposal No. 5: To consider and vote upon a stockholder proposal regarding pay equity disclosure:
For Against Abstain Broker Non-votes
98,764,665 180,992,684 3,935,502 25,189,301
Proposal No. 5 was rejected.
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