Tractor Supply Company Announces 2023 Annual Meeting Voting Results and Leadership Changes

Strategic Insights -

At its 2023 Annual Meeting held on May 11, 2023, Tractor Supply Company's (TSCO) stockholders elected each of the company's nominees for director, ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm, and approved the compensation of the named executive officers on an advisory and non-binding basis. The stockholders also voted in favor of an advisory vote on the compensation of the named executive officers to be held every year. Following the meeting, Edna K. Morris was appointed as Chairman of the Board, and the Board approved the modification of chair positions of its committees.

Key Takeaways:

  • The stockholders elected each of the company's nine nominees for director, with the highest vote count of 86,575,628 votes going to Joy Brown.
  • The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 30, 2023 was approved by 93,003,773 votes.
  • The compensation of the named executive officers of the company was approved on an advisory and non-binding basis by 77,460,349 votes.
  • The stockholders also voted in favor of an advisory vote on the compensation of the named executive officers to be held every year, with 85,516,966 votes in favor of the one-year frequency.
  • Following the meeting, Edna K. Morris was appointed as Chairman of the Board, replacing Harry A. Lawton III.
  • The Board approved the modification of chair positions of its committees, with Ricardo Cardenas taking over as Chairman of the Audit Committee and Mark J. Weikel becoming Chairman of the Compensation and Human Capital Committee.

Statistics:

  • The total number of votes cast in favor of Joy Brown was 86,575,628.
  • The total votes cast in favor of the ratification of the appointment of Ernst & Young LLP was 93,003,773.
  • The total votes cast in favor of the compensation of the named executive officers was 77,460,349.
  • The total votes cast in favor of an advisory vote on the compensation of the named executive officers to be held every year was 85,516,966.
  • The number of broker non-votes was 12,448,947.
  • The total number of votes cast in the non-binding advisory vote on executive compensation for year one was 85,516,966.
  • The total number of votes cast in the non-binding advisory vote on executive compensation for year two was 161,774.

Sources:

  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION (May 12, 2023). FORM 8-K CURRENT REPORT.
  • Tractor Supply Company (March 28, 2023). DEFinitive Proxy Statement.