Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2022, we held our 2022 Annual Meeting of Stockholders. At the meeting, our stockholders voted on the following four proposals: (i) to consider and vote upon the election of nine directors, each to hold office for a one-year term expiring at the 2023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies; (ii) to consider and vote upon the ratification of the appointment of Deloitte & Touche LLP, or Deloitte & Touche, as our independent registered public accounting firm for the year ending December 31, 2022; (iii) to approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers for the year ended December 31, 2021; and (iv) to consider and vote on an advisory (non-binding) resolution to determine the frequency (whether every one year, every two years, or every three years) with which our stockholders shall be entitled to vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers. The four proposals are described in detail in our definitive proxy statement, dated April 8, 2022, as filed with the United States Securities and Exchange Commission on Schedule 14A on April 8, 2022.
The votes with respect to each of the proposals are set forth below.
Proposal 1. To consider and vote upon the election of nine directors, each to hold office for a one-year term expiring at the 2023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualifies:
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | Shares For | | Shares Withheld | | Broker Non-Votes |
| | | | | | |
| Jeffrey T. Hanson | | 79,271,197 | | 4,672,755 | | 59,923,148 |
| Danny Prosky | | 79,051,865 | | 4,892,087 | | 59,923,148 |
| Mathieu B. Streiff | | 78,963,886 | | 4,980,066 | | 59,923,148 |
| Brian J. Flornes | | 79,113,605 | | 4,830,347 | | 59,923,148 |
| Harold H. Greene | | 78,848,903 | | 5,095,049 | | 59,923,148 |
| Dianne Hurley | | 79,413,614 | | 4,530,338 | | 59,923,148 |
| Gerald W. Robinson | | 78,920,952 | | 5,023,000 | | 59,923,148 |
| J. Grayson Sanders | | 78,771,296 | | 5,172,656 | | 59,923,148 |
| Wilbur H. Smith III | | 79,088,158 | | 4,855,794 | | 59,923,148 |
The nine above-referenced nominees therefore were elected as our directors by the requisite vote of our stockholders necessary for approval.
Proposal 2. To consider and vote upon the ratification of the appointment of Deloitte & Touche as our independent registered public accounting firm for the year ending December 31, 2022:
| | | | | | | | | | | | | | | | | |
| Shares For | | Shares Against | | Shares Abstained | |
| | | | | |
| 139,587,108 | | 1,120,191 | | 3,159,801 | |
The appointment of Deloitte & Touche as our independent registered public accounting firm for the year ending December 31, 2022, therefore was ratified by the requisite vote of our stockholders necessary for approval.
Proposal 3. To approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers for the year ended December 31, 2021:
| | | | | | | | | | | | | | | | | | | | |
| Shares For | | Shares Against | | Shares Abstained | | Broker Non-Votes |
| | | | | | |
| 68,126,110 | | 7,477,404 | | 8,340,438 | | 59,923,148 |
The compensation of our named executive officers therefore was approved by the requisite vote of our stockholders, on an advisory basis.
Proposal 4. To consider and vote on an advisory (non-binding) resolution to determine the frequency (whether every one year, every two years, or every three years) with which our stockholders shall be entitled to vote on an advisory (non-binding) resolution to approve the compensation of our named executive officers:
| | | | | | | | | | | | | | | | | | | | |
Shares For
1 Year | | Shares For
2 Years | | Shares For
3 Years | | Shares Abstained |
| | | | | | |
| 76,834,277 | | 1,744,713 | | 1,412,309 | | 3,952,653 |
Based on the results of the advisory vote on the frequency of future advisory votes on the compensation of our named executive officers, and consistent with the recommendation of our board of directors, the company has determined it will hold an advisory vote on named executive officer compensation every year until the next required advisory vote on the frequency of such votes.
No other proposals were submitted to a vote of our stockholders at the annual meeting.