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.

On May 1, 2018, First Coast delivered its final vote tabulation that certified the voting results for each of the matters set forth below that were submitted to a vote at the Annual Meeting.

As of the close of business on March 2, 2017, 5,595,040 shares of the Company’s common stock, $1 par value (“Common Stock”), were outstanding and entitled to vote.Based on the final voting results from First Coast, at least 4,901,825 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing 87.6% of the shares entitled to be voted.

The final voting results from First Coast for the proposals presented at the Annual Meeting are set forth below.Such proposals are described in detail in the Company’s definitive proxy statement filed with the Commission on March 12, 2018.

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 number of broker non-votes with respect to Proposal 1 was 150,883.Based on the final results from First Coast, the seven directors elected at the meeting are: 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 wasapproved based on the following final results from First Coast:

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 wasapproved based on the following final results from First Coast:

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 wasapproved based on the following final results from First Coast:

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 did not obtain approval based on the following final results from First Coast:

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.