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ITEM 5.07
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Submission of Matters to a Vote of Security Holders.
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The Company held its 2017 annual general meeting
of shareholders on May 9, 2017. There were 182,031,887 ordinary shares issued and outstanding at the close of business on March 6, 2017 and entitled to vote at the annual general meeting. A total of 160,448,406 ordinary shares (88.14%)
were represented at the annual general meeting.
The items voted upon at the annual general meeting and the results of the vote on each proposal were as
follows:
Proposal 1. —
Re-Elect
Director Nominees
To
re-elect
twelve director nominees for
one-year
terms expiring at the 2018
annual general meeting of shareholders. Each nominee for director was
re-elected
by a vote of the shareholders as follows:
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Nominees
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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Glynis A. Bryan
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145,173,246
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3,722,958
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272,249
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11,279,953
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Jerry W. Burris
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147,025,706
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1,908,478
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234,269
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11,279,953
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Carol Anthony (John) Davidson
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145,666,818
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3,252,356
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249,279
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11,279,953
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Jacques Esculier
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148,013,815
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821,614
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333,024
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11,279,953
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Edward P. Garden
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147,207,460
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1,723,148
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237,845
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11,279,953
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T. Michael Glenn
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146,243,703
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2,690,992
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233,758
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11,279,953
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David H. Y. Ho
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147,524,828
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1,321,898
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321,727
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11,279,953
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Randall J. Hogan
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143,444,919
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5,167,893
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555,641
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11,279,953
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David A. Jones
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145,116,271
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3,812,698
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239,484
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11,279,953
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Ronald L. Merriman
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145,203,402
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3,693,209
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271,842
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11,279,953
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William T. Monahan
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145,290,125
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3,643,057
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235,271
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11,279,953
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Billie I. Williamson
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148,220,633
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707,027
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240,793
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11,279,953
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Proposal 2. — Approve, by
Non-Binding
Advisory Vote, the Compensation of the
Named Executive Officers
To approve, by
non-binding
advisory vote, the compensation of the Company’s
named executive officers. The compensation of the Company’s named executive officers was approved, by
non-binding
advisory vote, by shareholders as follows:
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Votes For
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Votes Against
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Abstentions
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Broker
Non-Votes
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112,697,393
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35,175,191
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1,295,869
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11,279,953
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Proposal 3. —
Non-Binding
Advisory Vote on Frequency of Future Advisory Votes
on Compensation of Named Executive Officers
To recommend, by
non-binding
advisory vote, the frequency of
future advisory votes on the compensation of the Company’s named executive officers. The frequency of future advisory votes on the compensation of the Company’s named executive officers was recommended, by
non-binding
advisory vote, by shareholders as follows:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker
Non-Votes
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136,173,683
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286,526
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12,143,633
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564,611
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11,279,953
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In light of the results of this vote and other factors, the board of directors of the Company, on September 19, 2017,
approved including a
non-binding
shareholder advisory vote on the compensation of the Company’s named executive officers in the Company’s proxy materials on an annual basis until the next time the
Company must include in its proxy materials a
non-binding
shareholder advisory vote on how frequently shareholders will vote, on a
non-binding,
advisory basis, to
approve the compensation of the Company’s named executive officers, which would be at the Company’s 2023 annual general meeting of shareholders.
1
Proposal 4. — Ratify, by
Non-Binding
Advisory Vote, the
Appointment of Deloitte & Touche LLP as the Independent Auditors of the Company and to Authorize, by Binding Vote, the Audit and Finance Committee of the Board of Directors to Set the Auditors’ Remuneration
To ratify, by
non-binding
advisory vote, the appointment of Deloitte & Touche LLP as the Company’s
independent auditors for the year ending December 31, 2017 and to authorize, by binding vote, the Audit and Finance Committee of the Board of Directors to set the independent auditors’ remuneration. The proposal was approved by a vote of
the shareholders as follows:
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Votes For
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Votes Against
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Abstentions
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157,124,236
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2,345,561
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978,609
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Proposal 5. — Authorize the Price Range at Which the Company Can
Re-allot
Shares It Holds as Treasury Shares Under Irish Law
To authorize the price range at which the Company can
re-allot
shares it holds as treasury shares under Irish law. The proposal was approved by a vote of the shareholders as follows:
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Votes For
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Votes Against
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Abstentions
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158,155,546
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1,454,069
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838,791
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Proposal 6. — Approve Amendments to the Company’s Articles of Association to Implement Proxy Access
To amend the Company’s Articles of Association to implement proxy access. The proposal was approved by a vote of the shareholders as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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146,714,628
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1,846,989
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606,836
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11,279,953
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A copy of the Amended and Restated Memorandum and Articles of Association of the Company is filed as Exhibit 3.1 to this
Current Report on Form
8-K
and is incorporated by reference herein.