SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
| (a) | We held our annual meeting of shareholders on April 28, 2009 (the Annual Meeting SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
| (a) | We held our annual meeting of shareholders on April 28, 2009 (the Annual Meeting). |
| (b) | At the Annual Meeting, Patricia A. Buffler, G. Peter DAloia, C. Scott Greer, Paul J. Norris and Dirk A. Kempthorne were each duly nominated for, and elected by theshareholders to our Board of Directors (the Board). These individuals will serve on our Board along with, Edward J. Mooney, Enrique J. Sosa, Vincent R. Volpe, Jr., Robert C. Pallash and William G. Walter, each of whose terms continuedafter the Annual Meeting. The number of votes cast for, against and abstained with respect to, each nominee is set forth below: |
| For | Against | Abstain | Broker Non- Votes | |||||
| Patricia A. Buffler | 66,301,833 | 1,921,823 | 37,072 | | ||||
| G. Peter DAloia | 67,011,647 | 1,203,444 | 45,636 | | ||||
| C. Scott Greer | 66,471,860 | 1,748,842 | 40,026 | | ||||
| Paul J. Norris | 64,030,947 | 4,172,719 | 57,061 | | ||||
| Dirk A. Kempthorne | 67,350,459 | 866,586 | 43,683 | |
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For: Against: Abstain: Broker Non-Votes: (c) At the Annual Meeting, the shareholders also voted on the ratification of the Audit Committees approval for the continuing service of KPMG LLP as the companysindependent registered public accounting firm for the fiscal year ending December 31, 2009 as follows: Votes 66,622,733 1,565,332 72,662