01—Abstract
Summary
Summary of the 8-K filed May 21, 2024. Cited figures are marked; the original filing is the authoritative source.
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Brands, Inc. filed this Current Report under Item 5.07 to report the results of its Annual Meeting of Shareholders held on May 16, 2024. The filing lists the vote counts for each director nominee and for each of the five matters put to shareholders, including votes for, votes against, abstentions, and broker non-votes. Shareholders voted on the election of twelve directors, each serving until a successor is elected and qualified or until earlier death or resignation.
Each nominee received substantially more votes for than against, with Susan Doniz receiving the most votes against (15,128,061) among the nominees. The board's proposals were approved by shareholders: KPMG LLP was ratified as independent auditor for 2024 with 237,610,113 votes for and 10,533,631 against, and the non-binding advisory vote on named executive officer compensation received 206,166,886 votes for and 14,769,307 against.
Both shareholder proposals were not approved. The proposal for a policy on antimicrobial use in food-producing animals received 26,223,263 votes for and 195,424,175 against, and the proposal regarding consideration of proposed capital transactions received 1,743,493 votes for and 219,817,996 against.
02—Key points
Key Highlights
- Annual Meeting of Shareholders held May 16, 2024, with vote results reported under Item 5.07.
- All twelve director nominees, including Paget L. Alves, Keith Barr, and Brian C. Cornell, received more votes for than against.
- KPMG LLP was ratified as independent auditor for 2024 with 237,610,113 votes for and 10,533,631 against.
- Non-binding advisory vote on named executive officer compensation was approved with 206,166,886 votes for and 14,769,307 against.
- Shareholder proposal on a policy for antimicrobial use in food-producing animals was not approved, with 195,424,175 votes against and 26,223,263 for.
- Shareholder proposal on consideration of proposed capital transactions was not approved, with 219,817,996 votes against and 1,743,493 for.
- Broker non-votes totaled 25,613,206 on each director election, the say-on-pay vote, and both shareholder proposals.
03—Questions
Frequently Asked Questions
Who was elected to the board at the May 16, 2024 Annual Meeting?
The filing lists twelve director nominees: Paget L. Alves, Keith Barr, M. Brett Biggs, Christopher M. Connor, Brian C. Cornell, Tanya L. Domier, Susan Doniz, David W. Gibbs, Mirian M. Graddick-Weir, Thomas C. Nelson, P. Justin Skala, and Annie Young-Scrivner. Each was to serve until a successor is elected and qualified or until earlier death or resignation.
Did shareholders approve the company's independent auditor?
Yes. Shareholders ratified the appointment of KPMG LLP as the company's independent auditor for 2024, with 237,610,113 votes for, 10,533,631 against, and 415,184 abstentions. The filing states there were no broker non-votes on this item.
How did shareholders vote on executive compensation?
The non-binding advisory vote on the compensation of the named executive officers was approved, with 206,166,886 votes for, 14,769,307 against, 2,009,529 abstentions, and 25,613,206 broker non-votes.
Were the shareholder proposals adopted?
No. The proposal for a policy on the use of antimicrobials in food-producing animals received 26,223,263 votes for and 195,424,175 against, with 1,298,284 abstentions. The proposal regarding consideration of proposed capital transactions received 1,743,493 votes for and 219,817,996 against, with 1,384,233 abstentions. Neither was approved.
04—Continue