Facts at a Glance

  • The Board of Directors met 7 times in 2016. 
  • Each Director attended at least 75% of the total number of board meetings and meetings held by the board committees on which he or she served during 2016. 
  • The Board of Directors met in executive session, without any member of management in attendance, 6 times during 2016. 
  • It is the policy of the Board of Directors that the Directors attend the annual meeting of the stockholders. All directors attended the May 2017 annual meeting. 
  • The Board of Directors conducts a self-assessment of its performance each year. 
  • The Board of Directors has concluded that all non-employee directors are independent in accordance with the New York Stock Exchange standards and the standards of independence set forth in the Governance Principles. 
  • The Inspectors of Election at the May 2017 annual meeting reported voting results as follows:
  • There were 186,280,109 shares of Common Stock and Common Equivalent entitled to vote at the meeting and a total of 162,709,414 shares or 87.34% of those shares were represented at the meeting.

1.  Election of Eleven Directors:

The following individuals were elected to serve as directors of the Company for a one year term expiring at the 2018 Annual Meeting of Stockholders.

Name  Vote For    Vote Against  Abstain        Broker Non-Vote

Linda G. Alvarado

131,043,216   

4,704,847  

400,557

26,560,794

Anne. M. Busquet

131,917,785

3,265,028

965,807

26,560,794

Roger Fradin

133,826,800

1,879,729

442,091

26,560,794

Anne Sutherland

Fuchs

132,943,729

2,752,266

452,625

26,560,794

S. Douglas

Hutcheson

133,862,949

1,846,900

438,771

26,560,794

Marc B. Lautenbach

133,521,480

1,683,437

943,703

26,560,794

Eduardo R. Menasce

126,633,391

9,081,713

433,516

26,560,794

Michael I. Roth

113,348,182

22,399,448

400,990

26,560,794

Linda S. Sanford

133,756,968

1,971,372

420,280

26,560,794

David L Shedlarz

131,479,370

4,198,669

470,581

26,560,794

David B. Snow, Jr.

128,008,193

7,722,930

417,497

26,560,794

2.  Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2017:

Vote For

Vote Against

Abstain

Broker Non-Vote

159,187,860

3,030,749

490,805       

0


3.  A Non-binding Advisory Vote to Approve Executive Compensation

Vote For

Vote Against

Abstain

Broker Non-Vote

131,653,696

3,369,163

1,125,761      

26,560,794


4.   A Non-binding Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation.

1 year

2 year

3 year

Abstain

Broker Non-Vote

115,928,885

676,811

18,818,423

724,501

26,560,794