BBX CAPITAL CORPORATION (NYSE:BBX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BBX CAPITAL CORPORATION (NYSE:BBX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under, or incorporated by reference into, Item 5.02 below relating to the amendment to the BBX Capital Corporation Amended and Restated 2014 Incentive Planis incorporated into this Item 5.02 by reference.

Item 5.02 Submission of Matters to a Vote of Security Holders.

The 2018 Annual Meeting of Shareholders (the “Annual Meeting”) of BBX Capital Corporation (the “Company”) was held on May 15, 2018. The following proposals were submitted to a vote of the Company’s shareholders at the Annual Meeting: (i) the election of fourteen directors to the Company’s Board of Directors, each for a term expiring at the Company’s 2019 Annual Meeting of Shareholders; and (ii) the approval of an amendment (the “Plan Amendment”) to the BBX Capital Corporation Amended and Restated 2014 Incentive Plan (the “Plan”)to increase the number of shares of the Company’s Class A Common Stock available for grant under the Plan from 500,000 shares to 800,000 shares and increase the number of shares of the Company’s Class B Common Stock available for grant under the Plan from 9,500,000 shares to 10,700,000 shares, resulting in an increase in the total number of shares of the Company’s Class A Common Stock and Class B Common Stock available for grant under the Plan from 10,000,000 shares to 11,500,000 shares. to the Company’s Amended and Restated Articles of Incorporation, holders of the Company’s Class A Common Stock and Class B Common Stock were entitled to one vote per share and 16.9 votes per share, respectively, on each matter presented at the Annual Meeting. With respect to the election of directors, the affirmative vote of a plurality of the votes cast at the Annual Meeting by the holders of the Company’s Class A Common Stock and Class B Common Stock as one class was required for a director nominee to be elected. With respect to the proposal to approve the Plan Amendment, the affirmative vote of a majority of the votes cast on the proposal by the holders of the Company’s Class A Common Stock and Class B Common Stock as one class and, in addition, the affirmative vote of the holders of a majority of the outstanding shares of the Company’s Class B Common Stock was required for approval. As described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 16, 2018 (the “Proxy Statement”), a vote in favor of the Plan Amendment by a holder of the Company’s Class B Common Stock was deemed to constitute a vote in favor of the Plan Amendment and a vote in favor of the approval required by the Company’s Amended and Restated Articles of Incorporation of the issuance of the additional shares of the Company’s Class B Common Stock to options and restricted stock awards which may be granted under the Plan as a result of the Plan Amendment.

At the Annual Meeting, the Company’s shareholders approved the election of each of the fourteen director nominees.In addition, the Plan Amendment and the issuance of the additional shares of the Company’s Class B Common Stock to options and restricted stock awards which may be granted under the Plan as a result of the Plan Amendment were approved by the Company’s shareholders. A summary of the voting results, as certified by the Inspector of Election for the Annual Meeting, Georgeson LLC, is set forth below.

Proposal 1: Election of Directors

Director Nominee

Votes

For

Votes

Withheld

Broker

Non-

Votes

Alan B. Levan

304,023,476

11,123,426

John E. Abdo

304,134,798

11,012,104

Jarett S. Levan

304,144,890

11,002,012

Seth M. Wise

307,376,506

7,770,396

Norman H. Becker

306,114,131

9,092,771

Steven M. Coldren

304,653,667

10,493,235

Darwin Dornbush

305,203,683

9,943,219

Willis N. Holcombe

305,601,826

9,545,076

Oscar Holzmann

305,246,136

9,900,766

Joel Levy

305,124,227

10,022,675

William Nicholson

304,515,579

10,631,323

Anthony P. Segreto

305,608,308

9,538,594

Neil Sterling

304,925,545

10,221,357

Charlie C. Winningham, II

306,859,816

8,287,086

Proposal 2: Approval of Amendment to the BBX Capital Corporation Amended and Restated 2014 Incentive Plan

Combined Voting Results for Holders of the Company’s Class A Common Stock and Class B Common Stock

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

298,637,683

14,930,050

1,579,168

Voting Results for Holders of the Company’s Class B Common Stock as a Single Class

8

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

272,537,208

491,908

10,123

A description of the Plan, as amended by the Plan Amendment (including a description of the Plan Amendment), is set forth on pages 33 through 39 of the Proxy Statement, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.In addition, the full text of the Plan, as amended by the Plan Amendment, is attached as Appendix A to the Proxy Statement, is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.02 Financial Statements and Exhibits.

(d) Exhibits

10.1BBX Capital Corporation Amended and Restated 2014 Incentive Plan, as Amended (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 16, 2018)

99.1Description ofBBX Capital Corporation Amended and Restated 2014 Incentive Plan, as Amended (incorporated by reference to pages 33 through 39 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 16, 2018)


About BBX CAPITAL CORPORATION (NYSE:BBX)

BBX Capital Corporation (BBX Capital) is involved in the acquisition, ownership and management of joint ventures and investments in real estate and real estate development projects, as well as investments in operating businesses. The Company operates through three business segments: BBX, Renin and Sweet Holdings. The BBX segment consists of the activities associated with managing the commercial loan portfolio, real estate properties of BBX Capital and its subsidiaries, including BBX Partners, BBX Capital Asset Management, LLC (CAM) and Florida Asset Resolution Group, LLC (FAR). The Renin segment consists of the activities of Renin Holdings, LLC and its subsidiaries (Renin). Renin manufactures interior closet doors, wall decor, hardware and fabricated glass products. The Sweet Holdings segment consists of the activities of BBX Capital’s acquired operating businesses in the confection industry. The Sweet Holdings segment companies manufacture chocolate and hard candy products.

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