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 25, 2011
VECTOR GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
     
1-5759   65-0949535
     
(Commission File Number)   (I.R.S. Employer Identification No.)
     
100 S.E. Second Street, Miami, Florida   33131
     
(Address of Principal Executive Offices)   (Zip Code)
(305) 579-8000
(Registrant’s 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 (see General Instruction A.2. below):
     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o 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 25, 2011, Vector Group Ltd. held its 2011 annual meeting of stockholders, where stockholders considered and voted upon the following proposals:
Proposal 1: To elect seven directors of the Company.
     By vote reflected below, each of the directors nominated was elected.
             
Nominee   For   Withheld   Broker Non-Votes
Bennett S. LeBow
  37,589,701   15,034,259   16,568,121
Howard M. Lorber
  37,479,972   15,143,988   16,568,121
Ronald J. Bernstein
  37,791,763   14,832,197   16,568,121
Henry C. Beinstein
  37,722,044   14,901,916   16,568,121
Robert J. Eide
  37,818,914   14,805,046   16,568,121
Jeffrey S. Podell
  37,530,088   15,093,872   16,568,121
Jean E. Sharpe
  37,793,461   14,830,499   16,568,121
Proposal 2: To approve the Incentive Compensation Plan.
     By vote reflected below, the Incentive Compensation Plan was approved.
                         
For   Against     Abstain     Broker Non-Votes  
36,742,488
  15,496,453     385,012     16,568,128  
Proposal 3: Advisory vote on the compensation of the Company’s named executive officers.
     By vote reflected below, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
                         
For   Against     Abstain     Broker Non-Votes  
32,981,453
  4,893,606     14,748,897     16,568,125  

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Proposal 4: Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
     By vote reflected below, the Company’s stockholders recommended, on an advisory basis, that the Company conduct future advisory votes on the compensation of the Company’s named executive officers on an annual basis.
                                 
1 Year   2 Years     3 Years     Abstain     Broker Non-Votes  
35,975,908
  305,868     1,620,782     14,721,394     16,568,129  
     After consideration of the recommendation of the Company’s stockholders, the Company’s Board of Directors has determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next advisory vote regarding frequency.
Proposal 5: Ratification of the selection of PricewaterhouseCoopers LLP as Independent Registered Certified Public Accounting Firm for the fiscal year ending December 31, 2011.
     By vote reflected below, the selection of the independent registered certified public accounting firm was ratified.
                 
For   Against     Abstain  
54,371,550
  292,393     14,528,138  

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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  VECTOR GROUP LTD.
 
 
  By:   /s/ J. Bryant Kirkland III    
    J. Bryant Kirkland III   
    Vice President, Treasurer and Chief Financial Officer   
 
Date: May 27, 2011

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