Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On August 19, 2021, Pyxus International, Inc. (the “Company”) held its 2021 annual meeting of shareholders (the “Annual Meeting”).
(b) At the Annual Meeting, the matters submitted to a vote of shareholders, and outcome of the vote, were as follows:
(1) Each of Patrick B. Fallon, Robert D. George, Carl L. Hausmann, Holly Kim, Cynthia P. Moehring, J. Pieter Sikkel and Richard J.C. Topping was elected as a director for a one-year term expiring at the 2022 annual meeting of shareholders;
(2) The appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending March 31, 2022 was ratified;
(3) A resolution to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, was adopted;
(4) Shareholders selected, on an advisory basis, “every one year” as the frequency of future advisory votes on the compensation of the Company’s named executive officers; and
(5) The Pyxus International, Inc. 2020 Incentive Plan was approved
The voting results with respect to these matters are set forth in the tables below:
1. Election of Directors
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Director Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Patrick B. Fallon
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15,869,166
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4,293,145
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1,377,562
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Robert D. George
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20,108,677
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53,634
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1,377,562
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Carl L. Hausmann
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20,124,866
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37,445
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1,377,562
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Holly Kim
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15,869,166
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4,293,145
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1,377,562
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Cynthia P. Moehring
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20,106,151
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56,160
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1,377,562
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J. Pieter Sikkel
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19,699,317
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462,994
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1,377,562
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Richard J.C. Topping
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20,124,866
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37,445
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1,377,562
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2. Ratification of Independent Auditors
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Votes For
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Votes Against
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Votes Abstained
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21,523,491
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16,382
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0
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There were no broker non-votes with respect to the ratification of independent auditors.
3. Advisory Vote on Compensation of Named Executive Officers
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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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20,082,728
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74,148
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5,435
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1,377,562
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4. Advisory Vote on Frequency of Future Advisory Votes on Compensation of Named
Executive Officers
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Every 1 Year
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Every 2 Years
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Every 3 Years
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Votes Abstained
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Broker Non-Votes
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20,152,872
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1,160
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3,026
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5,253
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1,377,562
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In accordance with the results of this vote, the Company’s Board of Directors determined to hold annual future advisory shareholder votes on the compensation of the Company’s named executive officers, as required by the Dodd-Frank Act and related SEC regulations, until the occurrence of the next advisory shareholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
5. Approval of the Pyxus International, Inc. 2020 Incentive Plan
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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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20,084,128
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69,004
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9,179
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1,377,562
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As the effectiveness of the Pyxus International, Inc. 2020 Incentive Plan (the “2020 Incentive Plan”) was not conditioned upon shareholder approval, the Company filed a Form 8-K on November 20, 2020 in connection with the adoption of the 2020 Incentive Plan by the Company’s Board of Directors, which Form 8-K includes a brief description of the terms and conditions of the 2020 Incentive Plan.