Item 5.07 Submission of Matters to a Vote of Security Holders
On May 16, 2022, Cano Health, Inc. (the Company) held its 2022 annual meeting of stockholders (the Annual Meeting). There were
481,749,071 shares of the Companys Class A common stock and Class B common stock outstanding and entitled to vote at the Annual Meeting. 433,064,494 shares of the Companys Class A common stock and Class B common stock
were represented in person or by proxy at the Annual Meeting, which constituted a quorum for the purpose of transacting business.
At the Annual Meeting,
the Companys stockholders voted upon the following four matters:
1. The election of Dr. Lewis Gold, Barry S. Sternlicht and Solomon D. Trujillo
as Class I directors, each to serve on the Companys Board of Directors for a three-year term and until their respective successors are duly elected and qualified.
2. The approval of a non-binding advisory resolution regarding the compensation of the Companys named executive
officers.
3. The approval of a non-binding advisory resolution on whether an advisory vote on executive
compensation should be held every one, two or three years.
4. The ratification of Ernst & Young LLP as the Companys independent registered
public accounting firm for the year ending December 31, 2022.
The final voting results for each proposal are set forth below:
Proposal 1 - Election of Class I Directors
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Director Nominee |
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Votes For |
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Withheld |
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Broker Non-Vote |
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Dr. Lewis Gold |
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389,739,710 |
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24,442,791 |
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18,881,993 |
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Barry S. Sternlicht |
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366,809,590 |
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47,372,911 |
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18,881,993 |
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Solomon D. Trujillo |
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392,105,689 |
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22,076,812 |
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18,881,993 |
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Each of the three director nominees listed above received the number of votes set forth opposite his name, constituting in
each case a plurality of the votes cast at the Annual Meeting for the election of such director to serve on the Board of Directors for a term of three years and until his successor is duly elected and qualified.
Proposal 2 - Advisory Vote on Compensation of Named Executive Officers
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Number |
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Votes For |
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400,342,807 |
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Votes Against |
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13,314,689 |
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Abstentions |
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525,005 |
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Broker Non-Votes |
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18,881,993 |
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The non-binding advisory resolution regarding the compensation of the Companys
named executive officers was approved by the affirmative vote of a majority of the shares of common stock present or represented by proxy at the Annual Meeting.
Proposal 3 - Advisory Vote on Frequency of an Advisory Vote on Compensation of Named Executive Officers
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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-Vote |
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410,348,928 |
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1,448,818 |
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133,435 |
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2,251,320 |
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18,881,993 |
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An advisory vote on executive compensation to be held annually received the highest number of votes of the shares of common
stock present or represented by proxy at the Annual Meeting.