Item 5.07 Submission of Matters to a Vote of Security Holders
.
Annual Meeting of Stockholders
On May 21, 2018, Smart & Final Stores, Inc. (the Company) held its annual meeting of stockholders (the Annual Meeting) at the DoubleTree Hotel, 5757 Telegraph Road, Commerce, California 90040. The issued and outstanding shares of stock of the Company entitled to vote at the Annual Meeting consisted of the 74,212,842 shares of common stock outstanding on the record date, March 23, 2018. The common stockholders of the Company voted on four matters at the Annual Meeting, all of which were approved, except proposal 4 where the stockholders approved, on a non-binding advisory basis, an annual frequency of Say-on-Pay votes.
The final voting results from the Annual Meeting as of May 21, 2018, as certified by the inspector of election, were as follows:
(1)
A proposal to elect three Class I directors for three-year terms expiring at the 2021 Annual Meeting once their respective successors have been duly elected and qualified or until their earlier resignation or removal:
|
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTES
|
Norman H. Axelrod
|
63,814,349
|
3,937,030
|
4,613
|
2,497,548
|
Dennis T. Gies
|
63,184,973
|
4,566,411
|
4,608
|
2,497,548
|
Paul N. Hopkins
|
64,138,093
|
3,613,541
|
4,358
|
2,497,548
|
(2)
A proposal to ratify the appointment of Ernst & Young LLP as independent auditors for the Companys 2018 fiscal year:
FOR
|
AGAINST
|
ABSTAIN
|
70,127,213
|
113,071
|
13,256
|
(3)
A proposal to approve, by non-binding vote, the compensation paid to the Companys named executive officers:
FOR
|
AGAINST
|
ABSTAIN
|
BROKER NON-VOTES
|
60,007,448
|
7,738,691
|
9,853
|
2,497,548
|
(4)
A proposal to recommend, by non-binding vote, the frequency of future advisory votes to approve the compensation paid to the Companys named executive officers:
ONE YEAR
|
TWO YEARS
|
THREE YEARS
|
ABSTAIN
|
66,344,166
|
93,193
|
1,314,595
|
4,038
|
The Company has decided to include an advisory vote on executive compensation in its proxy materials every year until the next required vote on the frequency of advisory votes on executive compensation.