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Section 1: 8-K (8-K)

cto_Current_Folio_8-K_Annual_Meeting_20180501

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8‑K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2018

Consolidated-Tomoka Land Co.

(Exact name of registrant as specified in its charter)

 

Florida

(State or other jurisdiction of incorporation)

001‑11350

(Commission File Number)

59‑0483700

(IRS Employer Identification No.)

 

 

1140 N. Williamson Blvd., Suite 140

Daytona Beach, Florida

(Address of principal executive offices)

 

32114

(Zip Code)

Registrant’s telephone number, including area code: (386) 274‑2202

 

 

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐ Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐ Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 


 

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”) of Consolidated-Tomoka Land Co. (the “Company”) was held on April 25, 2018 at LPGA International Golf Club in Daytona Beach, Florida.  Set forth below are the proposals voted upon at the 2018 Annual Meeting, and the preliminary tabulation reported by the independent inspector of elections, First Coast Results, Inc. (“First Coast”).

These results are based on a  preliminary tabulation only and are subject to change based on certification of the voting results by First Coast.  The Company will file an amendment to this Current Report on Form 8‑K to disclose the final voting results after receiving the final certified report from First Coast.

As of the close of business on March 2, 2018, the record date for the 2018 Annual Meeting, 5,595,040 shares of the Company’s common stock, $1 par value (“Common Stock”),  were outstanding and entitled to vote.  Based on the preliminary tabulation of the voting results from First Coast, and subject to the qualifications set forth herein, at least 4,857,171 shares of Common Stock were voted in person or by proxy at the 2018 Annual Meeting, representing nearly 87% of the total shares entitled to be voted.

The preliminary tabulation of the voting results (subject to the qualifications set forth herein) from First Coast for the proposals presented at the 2018 Annual Meeting is as follows:

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 estimated number of broker non-votes with respect to Proposal 1 was 150,883.  Based on the preliminary tabulation, the seven directors elected at the meeting would be: 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 would be approved based on the following preliminary tabulation of the voting results:

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 would be approved based on the following preliminary tabulation of the voting results:

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 would be approved based on the following preliminary tabulation of the voting results:

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 would not be approved based on the following preliminary tabulation of the voting results:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

1,983,750

 

2,338,735

 

428,454

 

150,886

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Date: May 1, 2018

 

Consolidated-Tomoka Land Co.

 

 

 

 

 

 

 

 

By:

/s/John P. Albright

 

 

John P. Albright, President and

 

 

Chief Executive Officer

 


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