Submission of Matters to a Vote of Security Holders
(a) Our Annual Meeting of Shareholders was held on April 28, 2008.
(b) In an uncontested election, eleven nominees of the Board of Directors were elected for one-year terms expiring on the date of the annual meeting in 2009. The votes were as follows:
| For | Against | Abstain | |
|---|---|---|---|
| John H. Biggs John E. Bryson Arthur D. Collins, Jr. Linda Z. Cook William M. Daley Kenneth M. Duberstein James L. Jones Edward M. Liddy John F. McDonnell W. James McNerney, Jr. Mike S. Zafirovski |
614,311,864 572,459,238 619,613,570 593,020,391 618,448,397 603,164,921 593,161,435 609,628,581 610,383,278 616,458,088 592,342,849 |
16,014,191 57,803,622 10,654,310 37,468,451 11,948,621 26,981,759 37,167,077 20,447,002 20,870,852 14,785,541 38,021,166 |
15,872,497 15,935,692 15,930,671 15,709,710 15,801,534 16,051,872 15,870,039 16,122,968 14,944,423 14,954,923 15,834,537 |
(c) The results of voting on Proposals 2 through 9 (as numbered in the 2008 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 |
618,042,125 13,922,091 14,234,337 0 |
3. Shareholder proposal on disclosure of foreign military sales:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
39,924,872 402,184,940 91,441,523 112,647,217 |
4. Shareholder proposal on health care principles:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
34,688,702 407,582,563 91,280,464 112,646,823 |
6. Shareholder proposal on independent lead director:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
197,758,900 319,120,187 16,672,248 112,647,217 |
7. Shareholder proposal on performance-based stock options:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
174,412,419 344,864,471 14,274,838 112,646,823 |
8. Shareholder proposal on advisory vote on named executive officer compensation:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
234,460,734 267,293,426 31,797,569 116,239,956 |
9. Shareholder proposal on future severance arrangements:
| Number of Votes | |
|---|---|
| For Against Abstain Broker non-votes |
192,029,088 312,689,346 28,827,009 112,653,109 |
* Proposal 5 on human rights policies was withdrawn by the proponent before the annual meeting.