Item 5.07
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Submission of Matters to a Vote of Security Holders
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(a) On August 15, 2024, Pyxus International, Inc. (the "Company") held its 2024 annual meeting of shareholders (the "Annual Meeting").
(b) At the Annual Meeting, the matters submitted to a vote of shareholders, and outcome of the vote, were as follows:
1.Each of John S. Alphin, Jamie J. Ashton, Patrick J. Bartels, Jr., Robert D. George, Cynthia P. Moehring, J. Pieter Sikkel and Richard J.C. Topping was elected as a director for a one-year term expiring at the 2025 annual meeting of shareholders;
2.The appointment of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending March 31, 2025 was ratified;
3.A resolution to approve, on an advisory basis, the compensation paid to the Company's named executive officers, was adopted; and
4.The Pyxus International, Inc. Amended and Restated 2020 Incentive Plan was approved.
The voting results with respect to these matters are set forth in the tables below:
1.Election of Directors
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Director Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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John S. Alphin
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20,904,200
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5,330
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1,109,404
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Jamie J. Ashton
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20,513,876
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395,654
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1,109,404
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Patrick J. Bartels, Jr.
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20,513,876
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395,654
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1,109,404
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Robert D. George
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20,904,200
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5,330
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1,109,404
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Cynthia P. Moehring
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20,904,366
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5,164
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1,109,404
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J. Pieter Sikkel
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20,903,023
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6,507
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1,109,404
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Richard J.C. Topping
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20,904,200
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5,330
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1,109,404
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2.Ratification of Independent Auditors
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Votes For
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Votes Against
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Votes Abstained
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22,013,445
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1,714
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3,775
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There were no broker non-votes with respect to the ratification of independent auditors.
3.Advisory Vote on Compensation of Named Executive Officers
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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20,750,346
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158,978
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206
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1,109,404
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4.Approval of the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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20,331,248
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577,869
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413
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1,109,404
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As the effectiveness of the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan was not conditioned upon shareholder approval, the Company filed a Form 8-K on March 25, 2024 in connection with the adoption of the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan by the Company's Board of Directors, which Form 8-K includes a brief description of amendments effected by the adoption of the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan from the Pyxus International, Inc. 2020 Incentive Plan adopted by the Company's Board of Directors on November 18, 2020 and approved by the Company's shareholders on August 19, 2021.