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 6, 2011
SUNRISE SENIOR LIVING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-16499 | 54-1746596 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
7900 Westpark Drive
McLean, Virginia 22102
(Address of principal executive offices) (Zip Code)
(703) 273-7500
(Registrants telephone number, including area code)
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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 6, 2011, Sunrise Senior Living, Inc. (the Company) held its 2011 Annual Meeting of Stockholders. The matters considered and voted upon at the 2011 Annual Meeting consisted of:
| the election of seven directors for one-year terms expiring at the 2012 annual meeting; |
| ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for its fiscal year ending December 31, 2011; |
| an advisory vote on executive compensation; and |
| an advisory vote on the frequency of future stockholder advisory votes on executive compensation. |
There were a total of 57,195,356 shares of Company common stock outstanding on March 14, 2011, the voting record date for the 2011 Annual Meeting. Of these, 52,108,824 shares were present in person or represented by proxy at the 2011 Annual Meeting, which constituted a quorum.
At the 2011 Annual Meeting, each of the nominees for election as a director was elected, each of the ratification of the appointment of Ernst & Young and the advisory vote on executive compensation was approved and stockholders voted on an advisory basis to hold future stockholder advisory votes on executive compensation every year.
The final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter, as applicable, including a separate tabulation with respect to each director nominee, are set forth below. On the advisory vote on the frequency of future advisory votes on executive compensation, the final number of votes cast for each of one year, two years and three years is also set forth below.
1. | Election of directors |
Nominee |
For |
Withheld |
Broker Non-Votes | |||
Glyn F. Aeppel |
33,891,175 | 4,355,896 | 13,861,753 | |||
Thomas J. Donohue |
36,955,083 | 1,291,988 | 13,861,753 | |||
Stephen D. Harlan |
37,292,459 | 954,612 | 13,861,753 | |||
Paul J. Klaassen |
36,993,806 | 1,253,265 | 13,861,753 | |||
Lynn Krominga |
33,888,964 | 4,358,107 | 13,861,753 | |||
William G. Little |
33,514,191 | 4,732,880 | 13,861,753 | |||
Mark S. Ordan |
37,123,650 | 1,123,421 | 13,861,753 |
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2. | Ratification of the appointment of Ernst & Young LLP |
For |
Against |
Abstentions | ||
50,066,801 |
451,282 | 1,590,741 |
3. | Advisory vote on executive compensation |
For |
Against |
Abstentions |
Broker Non-Votes | |||
25,781,263 |
12,357,844 | 107,964 | 13,861,753 |
4. | Advisory vote on the frequency of future stockholder advisory votes on executive compensation |
One Year |
Two Years |
Three Years |
Abstentions |
Broker Non-Votes | ||||
35,057,603 |
376,867 | 2,699,994 | 90,676 | 13,883,684 |
In light of the voting results with respect to the frequency of future stockholder advisory votes on executive compensation, the Company currently intends to hold an advisory vote on executive compensation every year until the next required vote on frequency. The Company is required to hold votes on frequency every six years.
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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 thereunto duly authorized.
SUNRISE SENIOR LIVING, INC. | ||||||
Date: May 10, 2011 | By: | /s/ Mark S. Ordan | ||||
Name: Title: |
Mark S. Ordan Chief Executive Officer |
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