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 Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
Annual Meeting of Stockholders (the Annual Meeting), and the
stockholders of the Company approved the adoption of the 2017
Drive Shack Inc. Nonqualified Option and Incentive Award Plan
(the 2017 Plan), which was previously approved by the Companys
Board of Directors. The 2017 Plan is intended to facilitate the
Companys continued use of long-term equity-based awards and
incentives for the benefit of its officers, directors, manager
and service providers.
definitive proxy statement filed with the Securities and
Exchange Commission on April 13, 2017 (the Proxy Statement) in
connection with the Annual Meeting, under the section entitled
Summary of the Plan Terms beginning on page 27 of the Proxy
Statement. The summary of the 2017 Plan in the Proxy Statement
is qualified in its entirety by reference to the full text of
the 2017 Plan, which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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the matters described below.
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1.
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The Companys stockholders elected one Class III director to
serve until the 2020 Annual Meeting of Stockholders and one Class I director to serve until the 2018 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. |
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Director Nominees
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Votes For
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Votes Withheld
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Broker Non-Votes*
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|||
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Wesley R. Edens
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22,429,454
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12,953,380
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23,706,057
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|||
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Clifford Press
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27,577,373
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7,805,461
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23,706,057
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2.
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The Companys stockholders ratified the appointment of Ernst
Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2017. 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. |
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Votes For
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Votes Against
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Abstentions
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||
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58,832,653
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150,808
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105,430
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3.
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The Companys stockholders approved the 2017 Plan. The
numbers of shares that voted for, voted against, abstained from voting for or against, or that represented broker non-votes for the 2017 Plan are summarized in the table below. |
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes*
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|||
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27,853,893
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7,368,538
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160,403
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23,706,057
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*
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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 2017 Plan, but they were entitled to vote on the ratification of the appointment of the independent registered public accounting firm. |
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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2017 Drive Shack Inc. Nonqualified Option and Incentive
Award Plan (incorporated by reference to Annex A of the Companys definitive proxy statement for the 2017 annual meeting of stockholders filed on April 13, 2017). |
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. Drive Shack Inc. (NYSE:DS) Recent Trading Information
Drive Shack Inc. (NYSE:DS) closed its last trading session down -0.14 at 3.32 with 773,328 shares trading hands.
