Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2020 annual general meeting of shareholders on June 3, 2020. There were 28,647,503 ordinary shares issued and outstanding at the close of business on April 3, 2020 and entitled to vote at the annual general meeting. A total of 24,474,904 ordinary shares (85.43%) 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 Alok Maskara
To re-elect Alok Maskara as an executive director for a one-year term expiring at the 2021 annual general meeting of shareholders.
Proposal 2. — Re-Elect David Landless
To re-elect David Landless as a non-executive director for a one-year term expiring at the 2021 annual general meeting of shareholders.
Proposal 3. — Re-Elect Clive Snowdon
To re-elect Clive Snowdon as a non-executive director for a one-year term expiring at the 2021 annual general meeting of shareholders.
Proposal 4. — Re-Elect Richard Hipple
To re-elect Richard Hipple as a non-executive director for a one-year term expiring at the 2021 annual general meeting of shareholders.
Proposal 5. — Re-Elect Allisha Elliott
To re-elect Allisha Elliott as a non-executive director for a one-year term expiring at the 2021 annual general meeting of shareholders.
Proposal 6. — Elect Lisa Trimberger
To elect Lisa Trimberger as a non-executive director for a one-year term expiring at the 2021 annual general meeting of shareholders.
Each nominee for director was re-elected or elected by a vote of the shareholders as follows:
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Name
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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Alok Maskara
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23,423,312
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96,509
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1,032
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954,051
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David Landless
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22,518,102
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1,001,719
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1,032
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954,051
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Clive Snowdon
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23,458,948
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60,874
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1,031
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954,051
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Richard Hipple
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22,121,599
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1,398,378
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876
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954,051
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Allisha Elliott
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23,428,659
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62,202
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29,992
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954,051
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Lisa Trimberger
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23,426,318
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64,542
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29,993
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954,051
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Proposal 7. — To approve by, non-binding advisory vote on the Directors' Remuneration Report for the year ended December 31, 2019.
To approve, by non-binding advisory vote, the Directors' Remuneration Report for the year ended December 31, 2019. The Directors' Remuneration Report 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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Non-Votes
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23,404,641
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110,301
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5,911
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954,051
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Proposal 8. — To approve by, non-binding advisory vote on the compensation of the Company's Named Executive Officers ("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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Non-Votes
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23,338,651
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176,557
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5,645
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954,051
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Proposal 9. — To approve by, non-binding advisory vote, on the frequency of future say-on-pay votes
To recommend, by non-binding advisory vote, the frequency of the 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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Votes for
1 Year
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Votes for
2 Years
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Votes for
3 Years
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Abstentions
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Non-Votes
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23,431,498
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10,463
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32,060
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46,832
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954,051
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In light of the results of this vote and other factors, the board of directors of the Company, on June 3, 2020, approved that it will hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.
Proposal 10. — To ratify the re-appointment of PricewatershouseCoopers LLP as the independent auditors of the Company until conclusion of the 2021 Annual General Meeting
To ratify the re-appointment of PricewaterhouseCoopers LLP as independent auditors of the Company until conclusion of the 2021 Annual General Meeting. The ratification of the re-appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company until the conclusion of the 2021 Annual General Meeting 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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Non-Votes
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24,451,397
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12,350
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11,157
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—
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Proposal 11. — To approve the authorization of the Audit Committee to set the independent auditors' remuneration
To authorize the Audit Committee to set the independent auditors' remuneration. The authorization of the Audit Committee to set the remuneration of PricewaterhouseCoopers LLP as independent auditors of the Company 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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Non-Votes
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24,463,019
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10,849
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1,036
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—
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Proposal 12 — To approve the repurchase of Ordinary Shares of the Company
To authorize the Company to to repurchase Ordinary Shares pursuant to a repurchase contract. The authorization of the Company to repurchase Ordinary shares pursuant to a repurchase contract 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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Non-Votes
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23,929,297
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498,878
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46,729
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—
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Proposal 13. — To approve the repurchase of the total Deferred Shares of the Company
To authorize the Company to repurchase deferred shares pursuant to a repurchase contract and the filing of a schedule TO with the U.S. Securities and Exchange Commission. The authorization of the Company to repurchase deferred shares pursuant to a repurchase contract and the filing of a schedule TO with the U.S. Securities and Exchange Commission were 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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Non-Votes
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23,967,156
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500,603
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7,145
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—
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