Consolidated-Tomoka Land Co. (NYSEMKT:CTO) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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Consolidated-Tomoka Land Co. (NYSEMKT:CTO) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”) of Consolidated-Tomoka Land Co. (the “Company”) was held on April25, 2018 at LPGA International Golf Club in Daytona Beach, Florida. Set forth below are the proposals voted upon at the 2018 Annual Meeting, and the preliminary tabulation reported by the independent inspector of elections, First Coast Results,Inc. (“First Coast”).

These results are based on a preliminary tabulation only and are subject to change based on certification of the voting results by First Coast. The Company will file an amendment to this Current Report on Form8‑K to disclose the final voting results after receiving the final certified report from First Coast.

As of the close of business on March2, 2018, the record date for the 2018 Annual Meeting, 5,595,040 shares of the Company’s common stock, $1 par value (“Common Stock”), were outstanding and entitled to vote. Based on the preliminary tabulation of the voting results from First Coast, and subject to the qualifications set forth herein, at least 4,857,171 shares of Common Stock were voted in person or by proxy at the 2018 Annual Meeting, representing nearly 87% of the total shares entitled to be voted.

The preliminary tabulation of the voting results (subject to the qualifications set forth herein) from First Coast for the proposals presented at the 2018 Annual Meeting is as follows:

Proposal 1– Election of Directors

The Company’s Board of Director Nominees

Director

For

Withheld

John P. Albright

3,063,983

33,997

Laura M. Franklin

2,804,597

293,383

Christopher W. Haga

2,972,188

125,792

William L. Olivari

2,903,305

194,675

Howard C. Serkin

2,812,736

285,244

Thomas P. Warlow, III

2,812,211

285,769

Casey R. Wold

2,812,839

285,141

Wintergreen’s Nominees

Director

For

Withheld

Elizabeth N. Cohernour

1,620,667

32,295

Evan H. Ho

1,620,667

32,295

David J. Winters

1,620,667

32,295

The total estimated number of broker non-votes with respect to Proposal 1 was 150,883. Based on the preliminary tabulation, the seven directors elected at the meeting would be: John. P. Albright; Laura M. Franklin; Christopher W. Haga; William L. Olivari; Howard C. Serkin; Thomas P. Warlow,III; and Casey R. Wold.

Proposal 2– Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm. The proposal would be approved based on the following preliminary tabulation of the voting results:

For

Against

Abstain

3,253,788

12,424

1,635,613

Proposal 3– Advisory vote on the Company’s executive compensation (the “say-on-pay” vote). The proposal to approve, on an advisory basis, executive compensation would be approved based on the following preliminary tabulation of the voting results:

For

Against

Abstain

Broker Non-Votes

2,458,566

2,236,611

55,762

150,886

Proposal 4– Approval of the amendment to the Company’s equity incentive plan. The proposal to amend the Company’s Amended and Restated 2010 Equity Incentive Plan would be approved based on the following preliminary tabulation of the voting results:

For

Against

Abstain

Broker Non-Votes

2,700,100

1,995,200

61,641

144,884

Proposal 5– Shareholder Proposal– Hire independent, previously unaffiliated, advisor. The Shareholder proposal would not be approved based on the following preliminary tabulation of the voting results:

For

Against

Abstain

Broker Non-Votes

1,983,750

2,338,735

428,454

150,886


About Consolidated-Tomoka Land Co. (NYSEMKT:CTO)

Consolidated-Tomoka Land Co. is a real estate operating company. The Company owns and manages over 40 commercial real estate properties in approximately 10 states in the United States. The Company’s segments include Income Properties, Commercial Loan Investments, Real Estate Operations, Golf Operations, and Agriculture and Other. The Company also leases property for over 20 billboards; has agricultural operations that are managed by a third-party, which consists of leasing land for hay and sod production, timber harvesting and hunting leases, and owns and manages subsurface interests. The Company owns approximately 30 single-tenant and over eight multi-tenant properties with approximately 1,700,000 square feet of gross leasable space. It has over four commercial loan investments, including a fixed-rate mezzanine commercial mortgage loan, a fixed-rate first mortgage, a variable-rate B-Note, a variable-rate mezzanine commercial mortgage loan and a variable-rate first mortgage loan.