Drive Shack Inc. (NYSE:DS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
2018 Omnibus Incentive Plan
On May 25, 2018, Drive Shack Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”), and the stockholders of the Company approved the adoption of the Drive Shack Inc. 2018 Omnibus Incentive Plan (the “Incentive Plan”), which was previously approved by the Company’s Board of Directors (the “Board”). The Incentive Plan is intended to facilitate the Company’s continued use of equity-based awards and incentives to provide competitive short and long term compensation opportunities for the benefit of our officers, employees, non-employee directors, independent contractors and consultants.
A summary of the Incentive Plan was included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2018 (the “Proxy Statement”) in connection with the Annual Meeting, under the section entitled “Material Features of the 2018 Plan” beginning on page 28 of the Proxy Statement. The summary of the Incentive Plan in the Proxy Statement is qualified in its entirety by reference to the full text of the Incentive Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Appointment of William J. Clifford
On June 1, 2018, the Board appointed William J. Clifford to the Board of Directors, effective immediately. Mr. Clifford will serve as a Class II director until the 2019 Annual Meeting of Stockholders, and until his successor is duly elected and qualified, and will serve on the Audit, Compensation and Nominating and Governance Committees of the Board as an independent director under NYSE standards (as determined by the Board). There is no arrangement or understanding between Mr. Clifford and any other persons to which he was selected as a director. Mr. Clifford has no direct or indirect material interest in any transaction required to be disclosed to Item 404(a) of Regulation S-K. Mr. Clifford will receive the same compensation as the other non-employee directors as described in the Proxy Statement under “Compensation of Directors”.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the stockholders of the Company voted on the matters described below.
| 1. |
The Company’s stockholders elected two Class I directors to serve until the 2021 Annual Meeting of Stockholders, and until their respective successors are duly elected and qualified. The numbers of shares that voted for the election of such directors, withheld authority to vote for such directors, and represented broker non-votes with respect to this proposal are summarized in the table below. |
|
Director Nominees |
Votes For |
Votes Withheld |
Broker Non- Votes* |
|
Stuart A. McFarland |
31,884,214 |
12,759,803 |
17,906,961 |
|
Clifford Press |
33,091,777 |
11,552,240 |
17,906,961 |
| 2. |
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below. |
|
Votes For |
Votes Against |
Abstentions |
|
62,123,711 |
388,838 |
38,429 |
| 3. |
The Company’s stockholders approved the Incentive Plan. The numbers of shares that voted for, voted against, abstained from voting for or against, or that represented broker non-votes for the Incentive Plan are summarized in the table below. |
|
Votes For |
Votes Against |
Abstentions |
Broker Non- Votes* |
|
39,454,314 |
4,995,322 |
194,381 |
17,906,961 |
| * |
Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange (“NYSE”) from voting on a particular matter. Under NYSE rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were not entitled to vote on the election of directors or the proposal to approve the Incentive Plan, but they were entitled to vote on the ratification of the appointment of the independent registered public accounting firm. |
|
Exhibit Number |
Description |
|
2018 Drive Shack Inc. Omnibus Incentive Plan (incorporated by reference to Annex A of the Company’s definitive proxy statement for the 2018 annual meeting of stockholders filed on April 13, 2018). |
About Drive Shack Inc. (NYSE:DS)
Drive Shack Inc., formerly Newcastle Investment Corp., is a leisure company. The Company previously operated as a real estate investment trust (REIT). The Company is an owner and operator of golf-related leisure and entertainment businesses. The Company’s portfolio consists of Drive Shack, which is engaged in developing nationwide network of golf entertainment venues; American Golf Corporation, which is a golf course company, and real estate-related assets. American Golf Corporation operates approximately 90 private, resort and public golf courses throughout the United States. It has a range of public and private golf courses in California, New York, and Georgia. It operates multiple facilities that provide golf, tennis, swimming and spa facilities, among others. Its online Pro Shop offers a range of golf gifts, such as personalized golf balls, golf luggage and accessories. Its public golf courses equipped with practice areas, golf shops, driving ranges, and food and beverage options.
