COLONY CAPITAL, INC. (NYSE:CLNY) Files An 8-K Submission of Matters to a Vote of Security Holders
Item5.07. Submission of Matters to a Vote of Security Holders.
On December20, 2016, Colony Capital, Inc. (Colony), a Maryland
corporation, held a special meeting of its stockholders (the
Special Meeting) to vote on the proposals identified in the
definitive proxy statement that it filed with the Securities and
Exchange Commission on November18, 2016.
As of the close of business on November2, 2016, the record date
for the Special Meeting, 113,384,407 shares of Colonys class A
common stock, $0.01 par value per share, and 527,131 shares of
Colonys class B common stock, $0.01 par value per share, were
outstanding and entitled to vote at the Special Meeting
representing 132,624,689 votes entitled to be cast by Colony
common stockholders. 114,525,286 of all votes entitled to be cast
by Colony common stockholders were present in person or by proxy
at the Special Meeting and, therefore, a quorum was present. The
number of votes cast for or against, as well as abstentions and
broker non-votes, if applicable, with respect to each proposal is
set out below:
1. The Colony merger proposal: Proposal to
approve the merger of Colony with and into Colony NorthStar, Inc.
(Colony NorthStar), with Colony NorthStar surviving the merger
(the Merger) and the transactions, to the extent applicable to
Colony, contemplated by the Agreement and Plans of Merger, dated
as of June2, 2016, among NorthStar Asset Management Group Inc.
(NSAM), NorthStar Realty Finance Corp. (NRF), Colony, Colony
NorthStar, New Sirius Inc., NorthStar Realty Finance Limited
Partnership, Sirius Merger Sub-T, LLC and New Sirius Merger Sub,
LLC (as amended from time to time, the merger agreement), to
which NSAM, Colony and NRF through a series of transactions will
merge with and into Colony NorthStar. The proposal to approve the
Merger and the transactions, to the extent applicable to Colony,
contemplated by the merger agreement was approved by the
following vote.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
| 106,745,496 | 187,279 | 7,592,511 |
2. The Colony charter proposal: Proposal to
approve a provision in the Colony NorthStar charter containing
certain Colony NorthStar stock ownership and transfer
restrictions, including a prohibition on any person actually or
constructively owning more than 9.8% in value of the aggregate of
the outstanding shares of Colony NorthStars capital stock, or
9.8% (in value or in number of shares, whichever is more
restrictive) of the aggregate of the outstanding shares of Colony
NorthStar class A common stock, class B common stock and
performance common stock, unless the Colony NorthStar board
exempts the person from such ownership limitations. The proposal
to approve this charter provision was approved by the following
vote.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
| 106,559,287 | 299,281 | 7,666,717 |
3. The Colony compensation proposal: Proposal to
approve, by non-binding, advisory vote, the compensation that may
become payable to the Colony named executive officers in
connection with the Merger. The proposal to approve, by
non-binding, advisory vote, the compensation that may become
payable to the Colony named executive officers in connection with
the Merger was approved by the following vote.
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|||
| 105,443,254 | 1,446,106 | 7,635,921 |
4. The Colony adjournment proposal: Proposal to
adjourn the Special Meeting, if necessary or appropriate, as
determined by Colony, to solicit additional proxies in favor of
Proposal 1, Proposal 2 and Proposal 3. The proposal to approve
the adjournment of the Special Meeting was determined not to be
necessary by the chairman of the Special Meeting and was not
voted on at the Special Meeting.
2
About COLONY CAPITAL, INC. (NYSE:CLNY)
Colony Capital, Inc., formerly Colony Financial, Inc., is a global real estate and investment management company. The Company operates through five segments: Real Estate Equity, including Light industrial real estate assets and operating platform; Single-family residential rentals through an investment in Colony Starwood Homes and Other real estate equity investments; Real Estate Debt, which includes loan originations and acquisitions, and Investment Management, which includes investment management of the Company-sponsored funds and other investment vehicles. Through its global investment management business, it has over $18.8 billion of assets under management. Its business objective is to provide risk-adjusted returns to its investors through a diversified portfolio of direct and indirect real estate-related equity and real estate debt investments, and fee bearing management contracts on investment funds that it manages. COLONY CAPITAL, INC. (NYSE:CLNY) Recent Trading Information
COLONY CAPITAL, INC. (NYSE:CLNY) closed its last trading session up +0.57 at 20.81 with 1,234,106 shares trading hands.