NorthStar Realty Finance Corp. (NASDAQ:NRF) 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 December20, 2016, NorthStar Realty Finance Corp. (NRF), a
Maryland corporation, held a special meeting of its stockholders
(the Special Meeting) to vote on the proposals identified in the
definitive proxy statement that it filed with the Securities and
Exchange Commission on November18, 2016.
As of the close of business on November2, 2016, the record date
for the Special Meeting, 180,752,147 shares of NRFs common stock,
$0.01 par value per share, were issued and outstanding and
entitled to vote at the Special Meeting. 135,769,918 shares of
NRFs common stock were represented in person or by proxy at the
Special Meeting and, therefore, a quorum was present. The number
of votes cast for or against, as well as abstentions and broker
non-votes, if applicable, with respect to each proposal is set
out below:
1. The NRF merger proposal: Proposal to approve
the merger of New Sirius Merger Sub, LLC, (New Parent Merger Sub)
with and into NRF, with NRF surviving the merger, which will
result in NRF becoming a wholly owned subsidiary of NRFs wholly
owned subsidiary, New Sirius Inc. (New NRF Parent), and related
transactions contemplated by the Agreement and Plans of Merger,
dated as of June2, 2016, among NRF, NorthStar Asset Management
Group Inc. (NSAM), Colony Capital,Inc. (Colony), Colony
NorthStar,Inc. (Colony NorthStar), New NRF Parent, NorthStar
Realty Finance Limited Partnership, Sirius Merger Sub-T, LLC and
New Parent Merger Sub (as amended from time to time, the merger
agreement) to which NSAM, Colony and NRF through a series of
transactions will merge with and into Colony NorthStar (the
Mergers). The proposal to approve the Mergers and the merger
agreement was approved by the following vote.
|
SharesFor |
|
SharesAgainst |
|
SharesAbstaining |
|
BrokerNon-Votes |
|
|
132,793,158 |
1,969,798 |
1,006,962 |
-0- |
2. The NRF charter proposal: Proposal to approve
a provision in the Colony NorthStar charter containing certain
Colony NorthStar stock ownership and transfer restrictions,
including a prohibition on any person actually or constructively
owning more than 9.8% in value of the aggregate of the
outstanding shares of Colony NorthStars capital stock, or 9.8%
(in value or in number of shares, whichever is more restrictive)
of the aggregate of the outstanding shares of Colony NorthStar
class A common stock, class B common stock and performance common
stock, unless the Colony NorthStar board exempts the person from
such ownership limitations. The proposal to approve this charter
provision was approved by the following vote.
|
SharesFor |
|
SharesAgainst |
|
SharesAbstaining |
|
BrokerNon-Votes |
|
|
130,520,546 |
4,163,263 |
1,086,109 |
-0- |
3. The NRF compensation proposal: Proposal to
approve, by non-binding, advisory vote, the compensation that may
become payable to the NRF named executive officers in connection
with the Mergers. The proposal to approve, by non-binding,
advisory vote, the compensation that may become payable to the
NRF named executive officers in connection with the Mergers was
approved by the following vote.
|
SharesFor |
|
SharesAgainst |
|
SharesAbstaining |
|
BrokerNon-Votes |
|
|
73,053,371 |
61,311,105 |
1,405,442 |
-0- |
4. The NRF adjournment proposal: Proposal to
adjourn the Special Meeting, if necessary or appropriate, as
determined by NRF, to solicit additional proxies in favor of
Proposal 1, Proposal 2 and Proposal 3. The proposal to approve
the adjournment of the Special Meeting was approved by the
following vote.
|
SharesFor |
|
SharesAgainst |
|
SharesAbstaining |
|
BrokerNon-Votes |
|
|
115,379,834 |
19,320,688 |
1,069,396 |
-0- |
About NorthStar Realty Finance Corp. (NASDAQ:NRF)