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PART II--OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
The Company held its 1995 Annual Meeting of Stockholders on July 27,
1995 (the "1995 Annual Meeting"). An aggregate of 29,505,034 shares of
the Company's equity securities were outstanding and entitled to vote at
the 1995 Annual Meeting as follows: 29,502,407 shares of Common Stock
and 2,627 shares of $2 Noncumulative Convertible Preference Stock. At
this meeting, the stockholders voted on the following matters:
Election of Class III Directors
For Against
--- -------
Robert V. Leffler, Jr. 23,515,741 1,523,931
W. George Loar 23,510,424 1,529,248
In addition to the Class III Directors elected at the 1995 Annual
Meeting, Malcolm I. Glazer and Ronald C. Lassiter continue to serve as
Class I Directors until the 1996 Annual Meeting of Stockholders, and
Avram A. Glazer and Peter M. Holt continue to serve as Class II
Directors until the 1997 Annual Meeting of Stockholders.
Ratification of the Appointment
of Coopers & Lybrand L.L.P. as
Independent Public Accountants
Broker
For Against Abstained Non-Vote
--- ------- --------- --------
24,603,811 329,905 108,067 91,175
Subject to stockholder approval, the Board of Directors of the Company
appointed Coopers & Lybrand L.L.P. to serve as the Company's independent
public accountants for the year ending September 30, 1995.
Stockholder Proposal on Cumulative Voting
Broker
For Against Abstained Non-Vote
--- ------- --------- ---------
1,874,627 15,385,521 234,018 8,250,338
Mr. Martin Glotzer, a stockholder of the Company, presented the
stockholder proposal to be voted on at the 1995 Annual Meeting in which
he requested that the stockholders of the Company amend the Company's
Restated Certificate of Incorporation, as amended, to provide for
cumulative voting on the election of directors of the Company.
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