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

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Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

The information relating to the BBX Capital Corporation 2014
Incentive Plan, as Amended and Restated, set forth under, or
incorporated by reference into, Item 5.07 below is incorporated
into this Item 5.02 by reference.

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

The 2017 Annual Meeting of Shareholders (the Annual Meeting) of
BBX Capital Corporation (the Company) was held on May 16,
2017.The following proposals were submitted to a vote of the
Companys shareholders at the Annual Meeting: (i) the election of
fifteen directors to the Companys Board of Directors, each for a
term expiring at the Companys 2018 Annual Meeting of
Shareholders; and (ii) the approval ofthe BBX Capital Corporation
2014 Incentive Plan, as proposed to be amended and restated(the
Plan). As described in the Companys Definitive Proxy Statement on
Schedule 14A, filed with the Securities and Exchange Commission
on April 21, 2017 (the Proxy Statement), the proposed amendments
to the Plan included amendments which would (a) increase the
number of shares of the Companys Class B Common Stock available
for grant under the Plan from 8,500,000 shares to 9,500,000
shares, resulting in an increase in the total number of shares of
the Companys Class A Common Stock and Class B Common Stock
available for grant under the Plan from 9,000,000 shares to
10,000,000 shares, (b) allow for the grant of performance-based
cash awards in addition to stock-based awards under the Plan, (c)
add book value to the list of permitted performance-based goals
under the Plan, and (d) set the maximum amount of
performance-based awards that can be paid under the Incentive
Plan to any one Covered Employee under Section 162(m) of the
Internal Revenue Code in any one calendar year at $12,000,000. to
the Companys Amended and Restated Articles of Incorporation,
holders of the Companys Class A Common Stock and Class B Common
Stock were entitled to one vote per share and 18.18 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 Companys 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, the affirmative vote of a majority of the votes cast on
the proposal by the holders of the Companys 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 Companys Class B Common Stock,was required for
approval.As described in the Proxy Statement, a vote in favor of
the Planby a holder of the Companys Class B Common Stock was
deemed to constitute a vote in favor of the Planand a vote in
favor of the approval required by the Companys Amended and
Restated Articles of Incorporation of the issuance of the
additional shares of the Companys Class B Common Stock to options
and restricted stock awards which may be granted under the Plan.
At the Annual Meeting, the Companys shareholders approved the
election of each of the fifteen director nominees. In addition,
the Plan and the issuance of the additional shares of the
Companys Class B Common Stock to options and restricted stock
awards which may be granted under the Planwere approved by the
Companys 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

318,415,223

4,483,286

John E. Abdo

312,191,501

10,707,008

Jarett S. Levan

318,293,375

4,605,134

Norman H. Becker

312,966,125

9,932,384

Steven M. Coldren

310,635,082

12,263,427

Darwin Dornbush

310,620,319

12,278,190

Willis N. Holcombe

310,621,315

12,277,194

Oscar Holzmann

310,649,336

12,249,173

Alan J. Levy

312,945,621

9,952,888

Joel Levy

312,056,789

10,841,720

William Nicholson

310,633,579

12,264,930

Anthony P. Segreto

313,087,265

9,811,244

Neil Sterling

310,622,025

12,276,484

Charlie C. Winningham, II

312,953,853

9,944,656

Seth M. Wise

319,188,224

3,710,285

Proposal 2: Approval of the BBX Capital Corporation 2014
Incentive Plan, as Amended and Restated

Combined Voting Results for Holders of the Companys Class A
Common Stock and Class B Common Stock

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

307,013,724

15,467,901

416,883

Voting Results for Holders of the Companys Class B Common Stock
as a Single Class

8

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

278,179,216

610,775

2,563

A description of the Plan, including the amendments thereto,is
set forth on pages 38 through 45 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 and restated,is
attached as Appendix A to the Proxy Statement, is filed as
Exhibit 10.1 hereto and is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1BBX Capital Corporation 2014 Incentive Plan, as Amended and
Restated (incorporated by reference to Appendix A of the Companys
Definitive Proxy Statement on Schedule 14A, filed with the
Securities and Exchange Commission on April 21, 2017)

99.1Description of the BBX Capital Corporation 2014 Incentive
Plan, as Amended and Restated(incorporated by reference to pages
38 through 45 of the Companys Definitive Proxy Statement on
Schedule 14A, filed with the Securities and Exchange Commission
on April 21, 2017)


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.

BBX CAPITAL CORPORATION (NYSE:BBX) Recent Trading Information

BBX CAPITAL CORPORATION (NYSE:BBX) closed its last trading session at 20.05 with 4,315 shares trading hands.

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