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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
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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
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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
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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
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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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