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Submission of Matters to a Vote of Security Holders
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Set forth below is information relating to the 2016 Annual Meeting of Shareholders of the Registrant.
The Annual Meeting was called to order at 11:00 A.M., May 10, 2016. Represented at the meeting, in person or by proxy, were shares representing 320,231,575 votes, approximately 94.5% of the votes represented by issued and outstanding shares entitled to vote.
The following business was transacted:
Election of Directors
Over 83.3% of the votes cast for directors were voted for the election of the following directors. The number of votes for, against and abstained and all shares as to which brokers indicated that they did not have the authority to vote (“Broker Non-Votes”) with respect to each director were as follows:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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Lawrence S. Bacow
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302,587,313
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1,246,321
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536,223
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15,861,718
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Ann E. Berman
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302,524,694
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1,310,868
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534,295
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15,861,718
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Joseph L. Bower
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296,501,982
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7,696,891
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170,984
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15,861,718
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Charles D. Davidson
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302,650,686
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1,184,430
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534,741
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15,861,718
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Charles M. Diker
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299,807,608
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4,393,133
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169,116
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15,861,718
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Jacob A. Frenkel
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253,592,931
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50,606,594
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170,332
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15,861,718
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Paul J. Fribourg
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273,220,357
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30,975,351
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174,149
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15,861,718
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Walter L. Harris
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253,611,556
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50,592,007
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166,294
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15,861,718
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Philip A. Laskawy
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301,248,567
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2,949,770
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171,520
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15,861,718
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Ken Miller
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302,487,251
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1,344,852
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537,754
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15,861,718
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Andrew H. Tisch
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258,892,410
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45,354,398
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123,049
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15,861,718
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James S. Tisch
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297,498,727
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6,748,126
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123,004
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15,861,718
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Jonathan M. Tisch
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293,590,715
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10,654,921
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124,221
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15,861,718
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Anthony Welters
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302,177,540
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1,653,990
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538,327
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15,861,718
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Advisory Vote on Executive Compensation
Approved – 277,871,765 votes, approximately 91.3% of the votes cast, voted, in an advisory vote, to approve the compensation of the executive officers of the Registrant named in its proxy statement dated March 30, 2016. 26,059,828 votes, approximately 8.6% of the votes cast, voted against, and shares representing 438,264 votes, approximately 0.1% of the votes cast, abstained. In addition, there were 15,861,718 Broker Non-Votes.
Ratification of the Appointment of Independent Auditors
Approved – 318,563,253 votes, approximately 99.5% of the votes cast, voted to ratify the appointment of Deloitte & Touche, LLP as independent auditors for the Registrant. 1,516,676 votes, approximately 0.5% of the votes cast, voted against, and shares representing 151,646 votes, approximately 0.1% of the votes cast, abstained.
Approval of the Loews Corporation 2016 Incentive Compensation Plan
Approved – 297,011,661 votes, approximately 97.6% of the votes cast, voted to approve the proposed Loews Corporation 2016 Incentive Compensation Plan. 7,037,891 votes, approximately 2.3% of the votes cast, voted against, and shares representing 320,305 votes, approximately 0.1% of the votes cast, abstained. In addition, there were 15,861,718 Broker Non-Votes.