UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8‑K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

The Annual Meeting was called to order at 11:00 A.M. on May 14, 2019. Represented at the meeting, in person or by proxy, were shares of common stock, par value $0.01 per share, of the Registrant representing 290,413,898 votes, approximately 94.8% of the votes represented by the issued and outstanding shares of common stock entitled to vote.

The following business was transacted:

Shares representing over 81.2% of the votes cast for directors were voted for the election of each of the following directors, each of whom was elected. The number of votes for, against and abstained, and all shares as to which brokers indicated that they did not have the authority to vote ("Broker Non-Votes") with respect to each director were as follows:

 

		Votes For				Votes Against				Votes Abstained				Broker Non-Votes
Ann E. Berman			271,028,596				6,292,100				134,997				12,958,205
Joseph L. Bower			257,183,242				20,133,659				138,792				12,958,205
Charles D. Davidson			275,140,966				2,188,173				126,554				12,958,205
Charles M. Diker			270,140,029				7,156,429				159,235				12,958,205
Paul J. Fribourg			251,830,088				25,499,249				126,356				12,958,205
Walter L. Harris			225,390,243				51,937,880				127,570				12,958,205
Philip A. Laskawy			266,866,074				10,457,665				131,954				12,958,205
Susan P. Peters			275,269,751				2,037,277				148,665				12,958,205
Andrew H. Tisch			259,977,363				17,389,961				88,369				12,958,205
James S. Tisch			265,557,105				11,808,135				90,453				12,958,205
Jonathan M. Tisch			262,323,480				15,032,627				99,586				12,958,205
Anthony Welters			272,646,413				4,679,904				129,376				12,958,205

Approved – Shares representing 263,560,563 votes, approximately 95.1% of the votes cast, voted, in an advisory vote, to approve the compensation of executive officers of the Registrant named in its proxy statement dated April 3, 2019. Shares representing 13,619,485 votes, approximately 4.9%, of the votes cast, voted against, and shares representing 275,645 votes abstained. In addition, there were 12,958,205 Broker Non-Votes.

Approved – Shares representing 285,083,287 votes, approximately 98.2% of the votes cast, voted to ratify the appointment of Deloitte & Touche LLP as independent auditors for the Registrant. Shares representing 5,215,139 votes, approximately 1.8%, of the votes cast, voted against, and shares representing 115,472 votes abstained.

Not approved – Shares representing 76,860,074 votes, approximately 27.8% of the votes cast, voted for the shareholder proposal requesting certain disclosures regarding political contributions. Shares representing 199,731,299 votes, approximately 72.2%, of the votes cast, voted against, and shares representing 864,320 votes abstained. In addition, there were 12,958,205 Broker Non-Votes.

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.