SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 5.07||Submission of Matters to a Vote of Security Holders.|
In connection with the Annual Meeting, there were 161,273,660 shares outstanding as of the March 19, 2021 record date, of which 107,400,150 shares, or approximately 66.59%, were present or represented by proxy at the Annual Meeting. With respect to the matters submitted for a vote of stockholders at the Annual Meeting: (i) Proposal 1: each of the Class II directors nominated were elected to serve until the expiration of their term as provided in the proxy statement, (ii) Proposal 2: the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified, (iii) Proposal 3: approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the proxy statement was approved, (iv) Proposal 4: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 was withdrawn at the meeting and no votes were taken on Proposal 4. Set forth below are the voting results for each such matter.
Proposal 1 — Election of Directors
The following two Class II directors were elected to serve for three-year terms until the 2024 annual meeting of stockholders and until their respective successors are elected and qualified.
|Name||Votes For||Votes Withheld||Broker Non-Votes|
|Marvin H. Johnson, Jr.||59,877,942||9,571,197||37,951,011|
|Jake R. Nunn||59,162,291||10,286,848||37,951,011|
Proposal 2 — Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
Proposal 3 — Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Proposal 4 - Withdrawn.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: May 14, 2021||By:||/s/ Barry Shin|
|Senior Vice President, Chief Financial Officer|