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Section 1: 8-K (8-K)

8-K
CIT GROUP INC NY false 0001171825 0001171825 2020-05-12 2020-05-12 0001171825 us-gaap:CommonStockMember 2020-05-12 2020-05-12 0001171825 cit:FivePointSixTwoFivePercentageNonCumulativePerpetualPreferredStockSeriesBMember 2020-05-12 2020-05-12

 

 

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 13, 2020 (May 12, 2020)

 

CIT GROUP INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-31369

 

65-1051192

(State or other jurisdiction

of incorporation)

 

(Commission

File Number) 

 

(IRS Employer

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

5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share

 

CITPRB

 

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 12, 2020, CIT Group Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format at www.virtualshareholdermeeting.com/CIT2020. A total of 98,317,232 shares of the Company’s common stock were entitled to vote as of March 19, 2020, the record date for the Annual Meeting. There were 91,230,920 shares present or represented by proxy, which constituted approximately 92.8% 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

   

75,626,074

     

11,538,618

     

327,182

     

3,739,046

 

Michael L. Brosnan

   

78,437,723

     

9,019,336

     

34,815

     

3,739,046

 

Michael A. Carpenter

   

77,292,876

     

10,142,470

     

56,528

     

3,739,046

 

Dorene C. Dominguez

   

78,449,785

     

9,005,983

     

36,106

     

3,739,046

 

Alan Frank

   

78,437,210

     

8,996,996

     

57,668

     

3,739,046

 

William M. Freeman

   

75,238,135

     

12,217,136

     

36,603

     

3,739,046

 

R. Brad Oates

   

76,461,474

     

10,972,179

     

58,221

     

3,739,046

 

Gerald Rosenfeld

   

78,436,885

     

8,996,770

     

58,219

     

3,739,046

 

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

   

75,705,042

     

11,731,213

     

55,619

     

3,739,046

 

Sheila A. Stamps

   

78,422,550

     

9,035,492

     

33,832

     

3,739,046

 

Khanh T. Tran

   

78,437,866

     

8,995,069

     

58,939

     

3,739,046

 

Laura S. Unger

   

78,399,995

     

9,056,453

     

35,426

     

3,739,046

 

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, 2020 received the following votes and no broker non-votes:

For

 

Against

 

Abstain

82,384,366

 

8,797,005

 

49,549

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, 2020 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

65,411,449

 

21,985,889

 

94,536

 

3,739,046

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 13, 2020

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