MACQUARIE INFRASTRUCTURE CORPORATION (NYSE:MIC) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07
On May 17, 2017, Macquarie Infrastructure Corporation (the “Company”) held its annual meeting of shareholders. A brief description follows of each matter voted upon at the annual meeting, including the number of votes cast for or against, as well as the number of abstentions and broker non-votes with respect to each matter. Of the total 82,228,683 shares of common stock outstanding as of the record date of March 22, 2017 that were entitled to vote, 70,486,486 shares were represented at the meeting, either in person or by proxy.
The matters voted upon and the results of the vote at the annual meeting of shareholders were as follows:
Proposal 1 – Election of Directors: The Company’s shareholders voted to elect the following individuals as directors to serve for a one-year term with the votes shown:
| Nominee | Votes For | Votes Against | Abstain | Broker Non-Votes |
| Norman H. Brown, Jr. | 59,267,516 | 957,478 | 456,655 | 9,804,837 |
| George W. Carmany, III | 59,253,861 | 974,486 | 453,302 | 9,804,837 |
| Ronald Kirk | 59,819,558 | 391,675 | 470,416 | 9,804,837 |
| H.E. (Jack) Lentz | 59,520,488 | 703,075 | 458,086 | 9,804,837 |
| Ouma Sananikone | 59,445,871 | 780,127 | 455,651 | 9,804,837 |
Proposal 2 – Ratification of Selection of Independent Auditor The Company’s shareholders ratified the audit committee’s selection of KPMG LLP as the Company’s independent auditor for the fiscal year ending December 31, 2017 with the votes shown:
| Votes For | Votes Against | Abstentions |
| 69,560,627 | 387,776 | 538,083 |
Proposal 3 – Advisory Resolution on Executive Compensation The Company’s shareholders approved, on an advisory basis, executive compensation with the votes shown.
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 49,898,409 | 10,138,953 | 644,287 | 9,804,837 |
Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation The Company’s shareholders approved, on an advisory basis, the frequency of an advisory vote on executive compensation of EVERY YEAR with the votes shown:
| Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-Votes |
| 54,388,081 | 158,097 | 5,621,025 | 514,446 | 9,804,837 |
In consideration of the shareholder vote at the 2017 Annual Meeting of Stockholders on the frequency proposal, the Company will hold an advisory “say-on-pay” vote every year in connection with its annual meeting of shareholders until the next shareholder vote on the frequency of “say-on-pay” votes, which will be no later than the Company’s annual meeting of shareholders in 2023.
About MACQUARIE INFRASTRUCTURE CORPORATION (NYSE:MIC)
Macquarie Infrastructure Corporation owns, operates and invests in a diversified group of infrastructure businesses providing basic services to customers in the United States. Its businesses consist of a bulk liquid terminals business, International-Matex Tank Terminals, an airport services business, Atlantic Aviation, a gas processing and distribution business, Hawaii Gas, and entities comprising a Contracted Power and Energy segment. MIC is managed by a wholly-owned subsidiary of the Macquarie Group.
