Submission of Matters to a Vote of Security Holders
(a) Our Annual Meeting of Shareholders was held on April 30, 2007.
(b) In an uncontested election, eleven (11) nominees of the Board of Directors were elected for one-year terms expiring on the date of the annual meeting in 2008. The votes were as follows:
| For | Against | |
|---|---|---|
| John H. Biggs John E. Bryson Arthur D. Collins, Jr. Linda Z. Cook William M. Daley Kenneth M. Duberstein John F. McDonnell W. James McNerney, Jr. Richard D. Nanula Rozanne L. Ridgway Mike S. Zafirovski |
651,358,650 629,275,282 648,714,330 651,421,450 652,086,646 644,400,885 645,025,752 654,274,773 651,991,316 636,323,840 651,805,242 |
8,193,103 30,009,553 10,502,260 8,015,415 7,388,494 14,748,237 14,551,753 6,199,248 7,346,786 23,282,864 7,305,696 |
(c) The results of voting on Proposals 2 through 11 (as numbered in the 2007 Proxy Statement) were as follows:
2. Advisory vote on appointment of Deloitte & Touche LLP as independent auditors:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
647,002,490 13,827,704 10,774,336 0 |
3. Shareholder proposal to disclose foreign military sales:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
44,404,918 428,591,905 82,367,752 116,239,956 |
4. Shareholder proposal to adopt human rights policies:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
127,128,925 335,723,011 92,512,638 116,239,956 |
5. Shareholder proposal to disclose charitable contributions:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
48,846,239 429,256,625 77,261,710 116,239,956 |
6. Shareholder proposal to disclose political contributions:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
131,108,085 335,158,200 89,098,290 116,239,956 |
7. Shareholder proposal to separate the roles of CEO and Chairman:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
105,752,210 436,996,579 12,615,786 116,239,956 |
8. Shareholder proposal to subject shareholder rights plans to shareholder vote:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
138,815,218 403,159,227 13,389,979 116,240,106 |
9. Shareholder proposal to adopt a policy to give shareholders an advisory vote on compensation discussion and analysis:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
223,214,568 304,774,057 27,375,799 116,240,106 |
10. Shareholder proposal to adopt a policy whereby at least 75% of future equity compensation awarded to senior executives be performance-based, and the performance criteria adopted by the Board be disclosed to shareholders:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
175,400,860 367,603,554 12,360,160 116,239,956 |
11. Shareholder proposal to recoup unearned management bonuses:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
98,212,943 434,443,900 22,707,582 116,240,106 |