Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders · Other Events
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the Company’s Annual Meeting of Shareholders held on October 28, 2026 (the “Annual Meeting”), Jean Bua, Gerard J. DeMuro, and Scott Ostfeld were elected as Class II Directors for a three-year term ending in 2029.
Filed Nov 3, 2026Accepted Nov 3, 2026, 4:01 PM ESTCIK 1049521Accession 0001049521-26-000094
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Company’s Annual Meeting of Shareholders held on October 28, 2026 (the “Annual Meeting”), Jean Bua, Gerard J. DeMuro, and Scott Ostfeld were elected as Class II Directors for a three-year term ending in 2029.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results for the Annual Meeting are as follows:
1. To elect three Class II Directors nominated by the Board of Directors, each to serve for a three-year term, and in each case until their successors have been duly elected and qualified:
Director Nominee For Withheld Non-Votes Uncast
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Jean Bua, Class II Director 50,797,517 5,243,040 2,062,269 0
Gerard J. DeMuro, Class II Director 50,807,272 5,233,285 2,062,269 0
Scott Ostfeld, Class II Director 49,338,401 6,702,156 2,062,269 0
2. To approve, on an advisory basis, the compensation of the Company’s named executive officers:
For: 49,014,946
Against: 7,002,993
Abstain: 22,618
Non-Votes: 2,062,269
Uncast 0
3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2027:
For: 56,919,146
Against: 1,168,395
Abstain: 15,285
Non-Votes: 0
Uncast 0
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On October 28, 2026, in connection with the Annual Meeting, the Company’s Board of Directors held a meeting at which it elected William L. Ballhaus as Chairman of the Board, Barry R. Nearhos as Lead Independent Director, and determined the composition of the Board committees for the upcoming year. The committees of the Board will be constituted as follows:
Audit Committee: Barry R. Nearhos, Chair; Jean Bua; Lisa S. Disbrow; and Debora A. Plunkett
Government Relations Committee: Lisa S. Disbrow, Chair; Jean Bua; Gerard J. DeMuro; and Debora A. Plunkett
Human Capital and Compensation Committee: Howard L. Lance, Chair; Orlando P. Carvalho; Lisa S. Disbrow; and Scott Ostfeld
M&A and Finance Committee: Orlando P. Carvalho, Chair; Gerard J. DeMuro; Howard L. Lance; and Scott Ostfeld
Nominating and Governance Committee: Barry R. Nearhos, Chair; Orlando P. Carvalho; Howard L. Lance; and Debora A. Plunkett