UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

					For				Against				Abstain				Non-Votes
	1.		Lobbying Report			1,408,969,892				3,523,125,874				139,356,379				1,639,840,742
	2.		Independent Chair			1,222,869,258				3,802,991,614				45,604,038				1,639,827,977
	3.		Cumulative Voting			556,726,679				4,460,890,805				53,854,762				1,639,820,641
	4.		Charitable Giving			227,366,026				4,638,758,270				205,205,134				1,639,963,457

(d)

A majority of the votes cast by shareowners at the Annual Meeting voted, on an advisory basis, to hold future say-on-pay votes every year. In line with this, the Board of Directors has decided that it will hold a say-on-pay vote every year until the next required say-on-pay-frequency vote, which will occur no later than our 2023 annual meeting of shareowners.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)   At the Annual Meeting, shareowners approved the Amended Plan, which: (1) authorizes the issuance of up to 150 million additional shares for use under the plan; (2) extends the term of the plan by ten years, with the 2027 annual meeting as the end date; (3) raises the limit on the number of shares available for incentive stock options by 150 million; (4) adds non-employee directors as particpants under the plan, bringing the deferred stock unit program for directors under the auspices of the plan; (5) establishes an annual limit for director compensation (including both cash and equity compensation) at $1.5 million per year; (6) clarifies that plan awards are subject to the Company's clawback policy; and (7) makes other, non-substantive changes to the plan.  The material terms of the plan are summarized on pages 56 through 60 of the Company's proxy statement filed with the Securities and Exchange Commission on March 8, 2017 (the "Proxy Statement"), which description of the plan is qualified in its entirety by reference to the actual terms of the plan, as amended, which are set forth in Appendix A to the Proxy Statement. 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.