Submission of Matters to a Vote of Security Holders – Form 8-K

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

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Submission of Matters to a Vote of Security Holders.

elected fourteen Directors, each for a term expiring at the Company's 2024 annual meeting of shareholders;

ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for 2023;

approved, on an advisory basis, the compensation paid to the Company's Named Executive Officers as disclosed in the Company's 2023 Proxy Statement; and

voted, on an advisory basis, on the frequency of future advisory votes to approve the compensation paid to the Company's Named Executive Officers(1).

Nominee Name

Cheryl W. Grisé

Carlos M. Gutierrez

Carla A. Harris

Gerald L. Hassell

David L. Herzog

R. Glenn Hubbard, Ph.D.

Jeh C. Johnson

Edward J. Kelly, III

William E. Kennard

Michel A. Khalaf

Catherine R. Kinney

Diana L. McKenzie

Denise M. Morrison

Mark A. Weinberger

Ratify the appointment of Deloitte & Touche LLP as the Company's independent auditor for 2023

Advisory vote to approve the compensation paid to the Company's Named Executive Officers

Advisory vote on the frequency of future advisory votes to approve the compensation paid to the Company's Named Executive Officers (1)

The Company expects to disclose on Form 8-K/A its Board of Directors' determination of the frequency with which future advisory votes on executive compensation will be held.