Item 5.07
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Submission of Matters to Vote of Security Holders
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On May 9, 2025, the Company held its 2025 Annual Meeting. The first matter on which the common shareholders voted was the election of nine directors to serve until the next Annual Meeting of Shareholders. The results of the voting are as shown below:
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Name of Nominee
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Votes For
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Votes Against
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Abstain
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Non-Votes
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Jeffrey B. Citrin
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88,648,103
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647,982
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37,299
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12,085,421
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Sandeep L. Mathrani
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89,167,363
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128,046
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37,975
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12,085,421
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Thomas J. Reddin
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86,792,859
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2,502,065
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38,460
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12,085,421
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Bridget M. Ryan-Berman
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87,713,655
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1,549,456
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70,273
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12,085,421
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Susan E. Skerritt
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89,182,471
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110,328
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40,586
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12,085,421
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Sonia Syngal
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89,168,862
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110,961
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53,562
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12,085,421
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Steven B. Tanger
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88,104,059
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1,190,431
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38,895
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12,085,421
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Luis A. Ubiñas
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88,306,749
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986,732
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39,904
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12,085,421
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Stephen J. Yalof
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89,068,061
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228,366
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36,958
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12,085,421
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The second matter on which the common shareholders voted was the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the voting are as shown below:
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Votes For
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Votes Against
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Abstain
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Non-Votes
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100,573,329
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778,671
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66,806
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-
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The third matter on which the common shareholders voted was the approval, on an advisory (non-binding) basis, of named executive officer compensation. The results of the voting are as shown below:
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Votes For
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Votes Against
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Abstain
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Non-Votes
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87,220,853
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1,981,398
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131,134
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12,085,421
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Based on the foregoing votes, each of the nominees named above was elected as a director, and matters two and three were approved.
On May 9, 2025, the Board of Directors of the Company authorized the repurchase of up to $200 million of the Company's outstanding shares. This replaces the current repurchase authorization for approximately $100 million that was set to expire on May 31, 2025.
The share repurchase plan does not obligate the Company to repurchase any particular amount of common shares and may be modified, extended, suspended or discontinued at any time. The repurchase plan will be subject to applicable federal securities laws. The Company may structure any open market purchases under the plan to occur within pricing and volume requirements of Rule 10b-18 and may, from time to time, enter into Rule 10b5-1 plans to facilitate the repurchase of its shares under this authorization.