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