Delaware | 000-25826 | 77-0201147 | ||
(State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification No.) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
¨ | Emerging growth company |
1. | Stockholders elected seven (7) directors to serve until the earlier of the 2020 Annual Meeting of Stockholders or until their successors are elected and duly qualified. |
NAME | FOR | WITHHELD | BROKER NON-VOTE | ||||||||
Patrick Gallagher | 64,957,118 | 1,535,162 | 17,744,159 | ||||||||
Patrick Harshman | 65,949,756 | 542,524 | 17,744,159 | ||||||||
Deborah L. Clifford | 65,979,547 | 512,733 | 17,744,159 | ||||||||
David Krall | 65,442,143 | 1,050,137 | 17,744,159 | ||||||||
Mitzi Reaugh | 65,813,638 | 678,642 | 17,744,159 | ||||||||
Susan G. Swenson | 63,760,916 | 2,731,364 | 17,744,159 | ||||||||
Nikos Theodosopoulos | 65,953,381 | 538,899 | 17,744,159 |
2. | Stockholders approved, on an advisory basis, the compensation of the named executive officers. |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
65,268,681 | 1,096,579 | 127,020 | 17,744,159 |
3. | Stockholders approved an amendment to the Company’s 2002 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 1,000,000 shares. |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
66,098,498 | 295,453 | 98,329 | 17,744,159 |
4. | Stockholders approved an amendment to the Company’s 1995 Stock Plan to (i) increase the number of shares of common stock reserved for issuance thereunder by 3,500,000 shares; (ii) reduce the number of shares of common stock debited against the 1995 Stock Plan with respect to new grants of restricted stock units; (iii) increase the annual award limits; and (iv) eliminate certain provisions relating to tax law changes applicable to Section 162(m) of the Internal Revenue Code of 1986, as amended. |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
62,721,162 | 3,139,036 | 632,082 | 17,744,159 |
5. | Stockholders approved an amendment to the Company’s 2002 Director Stock Plan to (i) reduce the number of shares of common stock debited against the 2002 Director Stock Plan with respect to new grants of restricted stock units and (ii) institute an annual limit of $600,000 with respect to cash and equity awards made to any non-employee director. |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
64,629,277 | 1,704,088 | 158,915 | 17,744,159 |
6. | Stockholders ratified the appointment of Armanino LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019. |
FOR | AGAINST | ABSTAIN | ||
83,342,163 | 588,795 | 305,481 |
Date: | June 6, 2019 | |
By: | /s/ Timothy C. Chu | |
Timothy C. Chu | ||
General Counsel, SVP HR and Corporate Secretary |