Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, the Company’s Board of Directors recently elected two new members to the Board, John A. DeFord and Jennifer A. Parmentier who, as a matter of good governance, stood for election at the 2021 Annual Meeting and, as reported below, were elected by shareholders at the 2021 Annual Meeting to the class of directors whose terms expire in 2024. Further, the retirement of Directors Randolph W. Carson and Lee C. Banks effective November 24, 2020 and November 30, 2020, respectively, created vacancies in the class of directors whose terms expire in 2022. Immediately after the Annual Meeting, the Board reclassified John A. DeFord and Jennifer A. Parmentier to the class of directors whose terms expire in 2022 as of the date of the Annual Meeting to balance the number of members in each class to a minimum of three directors per class. Dr. DeFord and Ms. Parmentier will hold office until the expiration of the term of the 2022 class at the Company’s 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, or removal.
Additionally, following the 2021 Annual Meeting, (i) Michael J. Merriman, Jr. was re-elected as Chair of the Board, (ii) Mary G. Puma was appointed to and agreed to serve as Chair of the Governance & Nominating Committee, (iii) Victor L. Richey was appointed to and agreed to serve as Chair of the Compensation Committee; (iv) Frank M. Jaehnert was appointed to and agreed to serve as Chair of the Audit Committee; and (v) Arthur L. George, Jr. was appointed to serve on the Compensation Committee and will no longer serve as a member of the Audit Committee
A full list of the directors and the term expirations following the 2021 Annual Meeting and the reclassification of Dr. DeFord and Ms. Parmentier is as follows:
| | | | |
Board of Directors: | | Term Expires: | |
John A. DeFord | | | 2022 | |
Jennifer A. Parmentier | | | 2022 | |
Victor L. Richey, Jr. | | | 2022 | |
Michael J. Merriman, Jr., Chair | | | 2023 | |
Sundaram Nagarajan | | | 2023 | |
Mary G. Puma | | | 2023 | |
Arthur L. George Jr. | | | 2024 | |
Frank M. Jaehnert | | | 2024 | |
Ginger M. Jones | | | 2024 | |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2021 Annual Meeting held on March 2, 2021, 54,131,755 shares, of the 58,109,370 shares that were outstanding and entitled to vote (93.15%), were represented in person or by proxy and constituted a quorum. The final voting results for each of the proposals submitted to a vote of shareholders at the 2021 Annual Meeting are set forth below.
