Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 30, 2018, the Company’s stockholders took the following actions: (1) elected seven directors to serve on the board of directors until the Company’s next annual meeting of stockholders or until their respective successors have been elected and qualified; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement (the “Say on Pay Vote”); (3) approved an amendment to the Company’s 2017 Long-Term Incentive Plan (“LTIP”) to increase by 1,300,000 the number of shares of common stock authorized for issuance under the LTIP; (4) approved an amendment to the Company’s Second Amended and Restated Employee Stock Purchase Plan (“ESPP”) to increase by 1,000,000 the number of shares of common stock authorized for issuance under the ESPP; and (5) ratified the selection of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2018. For more information about the foregoing proposals, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2018, the relevant portions of which are incorporated herein by reference.
The number of shares of common stock entitled to vote at the Annual Meeting was
59,198,095
. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 54,130,743.
The voting results for each proposal are set forth below.
Proposal 1. Election of Directors
All seven director nominees were elected, each having received more votes cast for than against his election, and will serve as directors until the Company’s next annual meeting of stockholders or until their respective successors have been elected and qualified. The votes cast for, against or abstained with respect to each nominee and the number of broker non-votes with respect to each nominee were as follows:
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Director Nominee
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For
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Against
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Abstain
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Broker
Non-Votes
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Tarek A. Sherif
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49,851,063
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1,649,015
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6,724
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2,623,941
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Glen M. de Vries
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50,295,671
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1,204,628
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6,503
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2,623,941
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Carlos Dominguez
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48,938,512
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2,561,067
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7,223
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2,623,941
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Neil M. Kurtz, M.D.
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49,750,121
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1,748,951
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7,730
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2,623,941
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George W. McCulloch
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49,761,154
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1,738,118
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7,530
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2,623,941
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Lee A. Shapiro
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49,350,417
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2,148,475
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7,910
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2,623,941
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Robert B. Taylor
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45,746,181
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5,491,784
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268,837
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2,623,941
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Proposal 2. Advisory Vote on Executive Compensation (the “Say on Pay Vote”)
Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, including the Compensation Discussion and Analysis, the executive compensation tables, and the related narrative. There were
47,602,026
(or
92.44
%) votes cast for this proposal, and
3,888,180
(or
7.55
%) votes against it, with
16,596
votes abstaining and
2,623,941
broker non-votes.
Proposal 3. Approval of Amendment to the Company’s 2017 Long-Term Incentive Plan
Stockholders approved an amendment to the Company’s 2017 Long-Term Incentive Plan (“LTIP”) to increase by
1,300,000 the number of shares of common stock available for issuance under the LTIP
. The results of the voting included
46,180,312
(or
89.68
%) votes for,
5,311,341
(or
10.31
%) votes against,
15,149
votes abstaining, and
2,623,941
broker non-votes.
Proposal 4. Approval of Amendment to the Company’s Second Amended and Restated Employee Stock Purchase Plan
Stockholders approved an amendment to the Company’s
Second Amended and Restated Employee Stock Purchase Plan (“ESPP”)
to increase by
1,000,000 the number of shares of common stock available for issuance under the ESPP
. The results of the voting included
51,032,116
(or
99.09
%) votes for,
465,272
(or
0.90
%) votes against,
9,414
votes abstaining, and
2,623,941
broker non-votes.
Proposal 5. Ratification of Appointment of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018. The results of the voting included
53,359,901
(or
98.59
%) votes for,
761,340
(or
1.40
%) votes against, and
9,502
votes abstaining.