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

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 28, 2024, the Company held its 2024 annual meeting (the "Annual Meeting") of stockholders (the "Stockholders") virtually. The matters submitted to the Stockholders for a vote at the Annual Meeting were set forth in the Company's Definitive Proxy Statement on Schedule DEF 14A, which was filed with the Securities and Exchange Commission on April 30, 2024 (the "Proxy Statement") and distributed to the Stockholders. Stockholders representing 23,005,127 or 87.61% of the shares of the Common Stock outstanding and entitled to vote as of the record date, May 24, 2024, were represented virtually at the meeting either in person or by proxy.

The matters proposed to the Stockholders for a vote were: (i) the election of each of John R. Loftus, Jim R. Ruth, Alexandra C. Griffin, Allison M. DeStefano and Richard D. Schepp as members of the Company's Board of Directors; (ii) the ratification of the Company's appointment of Whitley Penn LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; and (iii) to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one and two.

The final voting results of the Annual Meeting are set forth below.

Proposal One

The nominees named in the Proxy Statement (the "Proxy Statement Nominees") were elected to the Board of Directors to serve until the next annual meeting of Stockholders and until their respective successors are duly-elected and qualified (or until their death, resignation or removal, if earlier). The Proxy Statement Nominees were the only nominees to receive votes for their election at the meeting, and the Proxy Statement Nominees constitute the five nominees receiving the highest number of votes in favor of their election as directors. The results of the vote with respect to their respective elections were as follows:

Nominees	Votes For	Votes Withheld	Broker Non-Votes
John R. Loftus	21,636,411	8,352	1,360,364
Allison M. DeStefano	21,580,543	64,220	1,360,364
Jim R. Ruth	21,236,224	408,539	1,360,364
Richard D. Schepp	21,415,311	229,452	1,360,364
Alexandra C. Griffin	21,415,614	229,149	1,360,364

Proposal Two

The proposal to ratify the Company's appointment of Whitley Penn, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, was approved by the following vote:

Votes For	Votes Against	Abstentions	Broker Non-Votes
22,995,591	8,459	1,077	0

Proposal Three

The proposal to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of proposals one and two was approved by the following vote. It was not necessary to adjourn the Annual Meeting as proposals one and two were approved at the Annual Meeting.

Votes For	Votes Against	Abstentions
22,109,338	882,799	12,990

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