CA, Inc. (NASDAQ:CA) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of Security Holders.
On August 9, 2017, CA, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting"). The Company’s stockholders voted on the matters outlined in the 2017 Proxy Statement ("Proxy Statement"), filed with the Securities and Exchange Commission on June 22, 2017. The final voting results on the proposals presented at the meeting are set forth below.
1. Proposal 1 – Election of Directors:
|
Shares For |
Shares Against |
Abstentions |
Broker Non-Votes |
|
|
Jens Alder |
359,977,739 |
2,285,080 |
180,794 |
18,384,944 |
|
Raymond J. Bromark |
358,259,090 |
3,979,490 |
205,033 |
18,384,944 |
|
Michael P. Gregoire |
361,149,506 |
1,139,530 |
154,577 |
18,384,944 |
|
Rohit Kapoor |
360,009,048 |
2,248,630 |
185,935 |
18,384,944 |
|
Jeffrey G. Katz |
359,985,416 |
2,246,628 |
211,569 |
18,384,944 |
|
Kay Koplovitz |
341,004,005 |
21,242,030 |
197,578 |
18,384,944 |
|
Christopher B. Lofgren |
340,182,882 |
21,875,304 |
385,427 |
18,384,944 |
|
Richard Sulpizio |
341,590,449 |
20,655,615 |
197,549 |
18,384,944 |
|
Laura S. Unger |
339,987,108 |
22,280,645 |
175,860 |
18,384,944 |
|
Arthur F. Weinbach |
341,780,653 |
20,231,219 |
431,741 |
18,384,944 |
Renato (Ron) Zambonini, who had been nominated in the Proxy Statement for re-election to the Company’s Board of Directors (the "Board"), passed away prior to the Annual Meeting. The Board chose not to submit a substitute nominee for Mr. Zambonini’s director position, and reduced the Board from eleven to ten members to eliminate the vacancy.
2. Proposal 2 – Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2018:
|
Shares For |
Shares Against |
Abstentions |
|
|
Proposal 2 |
377,118,359 |
3,421,745 |
288,453 |
3. Proposal 3 – Approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers:
|
Shares For |
Shares Against |
Abstentions |
Broker Non-Votes |
|
|
Proposal 3 |
327,115,667 |
34,972,068 |
355,878 |
18,384,944 |
4. Proposal 4 – Approval, on an advisory basis, of the frequency of future advisory votes to approve the compensation of the Company’s Named Executive Officers:
|
One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes |
|
|
Proposal 4 |
337,528,483 |
463,736 |
24,196,951 |
254,443 |
18,384,944 |
5. Proposal 5 – Approval of the amendment to increase the number of authorized shares issuable under the CA, Inc. 2012 Compensation Plan for Non-Employee Directors:
|
Shares For |
Shares Against |
Abstentions |
Broker Non-Votes |
|
|
Proposal 5 |
360,130,722 |
2,042,153 |
270,738 |
18,384,944 |
About CA, Inc. (NASDAQ:CA)
CA, Inc. (CA) is engaged in providing software solutions enabling customers to plan, develop, manage and secure applications and enterprise environments across distributed, cloud, mobile and mainframe platforms. The Company operates through three business segments: Mainframe Solutions, Enterprise Solutions and Services. Its Mainframe Solutions and Enterprise Solutions segments comprise the Company’s software business organized by the nature of its software offerings and the platform on which the products operate. The Services segment comprises product implementation, consulting, customer education, customer training and application management services. CA’s Mainframe Solutions segment consists of various product offerings, including Application Development, Databases and Database Management, Security & Compliance, and Systems and Operations Management. The Enterprise Solutions segment consists of various product offerings, including Agile Management, DevOps and Security.
