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Section 1: 8-K (FORM 8-K)

Form 8-K

 

 

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): May 15, 2019 (May 14, 2019)

 

 

CIT GROUP INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-31369   65-1051192
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

11 W. 42nd Street

New York, New York 10036

(Address of registrant’s principal executive office)

Registrant’s telephone number, including area code: (212) 461-5200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   CIT   New York Stock Exchange

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.  ☐

 

 

 


Section 5 – Corporate Governance and Management

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 14, 2019, CIT Group Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) at the Company’s offices in Livingston, New Jersey. A total of 99,017,411 shares of the Company’s common stock were entitled to vote as of March 21, 2019, the record date for the Annual Meeting. There were 93,706,371 shares present in person or by proxy, which constituted approximately 94.6% of the total votes entitled to be cast at the Annual Meeting. Stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders, and the final voting results of each proposal.

Proposal 1. Election of Directors

With respect to the election of the following nominees as directors of the Company to hold office for a term of one year, or until the next annual meeting of stockholders:

 

     Shares Voted  
     For      Against      Abstain      Broker Non-Votes  

Ellen R. Alemany

     77,576,679        12,495,441        387,897        3,246,354  

Michael L. Brosnan

     81,068,818        9,342,583        48,616        3,246,354  

Michael A. Carpenter

     80,814,911        9,595,597        49,509        3,246,354  

Dorene C. Dominguez

     81,053,343        9,343,945        62,729        3,246,354  

Alan Frank

     81,072,991        9,365,874        21,152        3,246,354  

William M. Freeman

     78,384,691        12,007,635        67,691        3,246,354  

R. Brad Oates

     79,677,257        10,761,586        21,174        3,246,354  

Gerald Rosenfeld

     81,097,958        9,340,584        21,475        3,246,354  

Vice Admiral John R. Ryan, USN (Ret.)

     78,261,408        12,132,693        65,916        3,246,354  

Sheila A. Stamps

     81,093,359        9,349,552        17,106        3,246,354  

Khanh T. Tran

     81,060,283        9,352,005        47,729        3,246,354  

Laura S. Unger

     81,093,323        9,350,259        16,435        3,246,354  

Based on the votes set forth above, each of the nominees set forth above was duly elected to serve as a director of the Company for a one-year term, or until his or her successor has been duly elected and qualified at the next annual meeting of stockholders of the Company.


Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm and external auditors for the year ending December 31, 2019 received the following votes and no broker non-votes:

 

For

  

Against

  

Abstain

84,377,708    9,307,570    21,093

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm and external auditor to serve for the year ending December 31, 2019 was duly ratified by the stockholders.

Proposal 3. Advisory Vote on the Compensation of the Company’s Executive Officers

The advisory (non-binding) vote to approve the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, received the following votes:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

55,990,054    34,417,221    52,742    3,246,354

Based on the votes set forth above, the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, was approved in an advisory vote by the stockholders.


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.

 

CIT GROUP INC.

(Registrant)

By:   /s/ James R. Hubbard
  Name: James R. Hubbard
 

Title:   Executive Vice President,

           General Counsel & Corporate Secretary

Dated: May 15, 2019

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