Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of the Company's shareholders was held at the company's Bloomfield headquarters on April 18, 2012. Of the 26,261,005 shares outstanding and entitled to vote at the meeting, 24,312,553 shares were represented in person or by proxy, representing 92.58% and constituting a quorum. Following are the final results for each of the proposals voted upon at the meeting.

1. Proposal No. 1 - Election of Directors

The Board of Directors has previously authorized nine directors divided into three classes. At this meeting, three individuals were elected as Class 1 directors, by the vote set forth below, each to serve for a term of three years. Each director serves until his or her successor has been elected and qualified.

Nominee For Vote Withheld Broker Non-vote E. Reeves Callaway III 22,129,039 275,162 1,908,352 Karen M. Garrison 22,229,895 174,306 1,908,352
A. William Higgins 22,230,122 174,079 1,908,352

The Class 2 and 3 Directors whose terms continue after the meeting are Brian E. Barents, Neal J. Keating, Eileen S. Kraus, George E. Minnich, Thomas W. Rabaut, and Richard J. Swift.

2. Proposal No. 2 - Approval of Advisory Vote on Executive Compensation

A non-binding advisory vote to approve the compensation paid to the company's named executive officers, which is sought annually, was approved by the following vote:

For Against Abstain Broker Non-vote 17,994,376 283,116 4,126,709 1,908,352

3. Ratification of KPMG LLP Appointment

A proposal to ratify the appointment of KPMG LLP as the company's independent public accounting firm for the year was approved by the following vote:

For Against Abstain Broker Non-vote 23,844,806 430,976 36,771 -

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