Attached files
| file | filename |
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| EX-99.1 - EX.99.1 - CHAIRMAN'S REPORT - HOMEFED CORP | mm07-2911_8ke991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): July 29, 2011
HOMEFED CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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1-10153
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33-0304982
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(Commission File Number)
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(IRS Employer Identification No.)
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1903 WRIGHT PLACE, SUITE 220, CARLSBAD, CALIFORNIA
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92008
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(Address of Principal Executive Offices)
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(Zip Code)
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760-918-8200
(Registrant's Telephone Number, Including Area Code)
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.
The following matters were submitted to a vote of the Company’s stockholders at the Annual Meeting of Stockholders of the Company held on July 29, 2011 (the “Annual Meeting”).
1. Election of directors:
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Number of Shares
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|||||
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For
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Withheld
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Broker Non-Votes
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|||
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Patrick D. Bienvenue
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5,454,447
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8,437
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1,514,588
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Paul J. Borden
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5,419,525
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43,359
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1,514,588
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Timothy M. Considine
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5,455,789
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7,095
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1,514,588
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Ian M. Cumming
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5,418,124
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44,760
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1,514,588
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Michael A. Lobatz
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5,457,585
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3,099
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1,514,588
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Joseph S. Steinberg
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5,417,824
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45,060
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1,514,588
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2. Advisory vote on the approval of executive compensation:
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For
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5,308,850
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Against
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150,730
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Abstentions
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3,304
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Broker Non-Votes
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1,514,588
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3. Advisory vote on the frequency of future advisory votes on the approval of executive compensation:
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1 Year
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5,440,661
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2 Years
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12,081
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3 Years
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8,004
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Abstentions
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2,138
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Broker Non-Votes
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1,514,588
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The Company’s stockholders selected once every year as the frequency for future advisory votes on executive compensation. In light of this stockholder vote, the Board of Directors has determined that it will include an advisory shareholder vote on executive compensation in the Company’s proxy materials every year until the next required advisory vote on the frequency of shareholder votes on executive compensation.
4. Ratification of PricewaterhouseCoopers LLP, as independent auditors for the year ended December 31, 2011:
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For
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6,858,600
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Against
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115,827
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Abstentions
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3,045
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Item 7.01. Regulation FD Disclosure.
The information set forth in the Report of the Chairman of HomeFed Corporation delivered at the Annual Meeting, attached hereto as Exhibit 99.1, is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Report of the Chairman of HomeFed Corporation delivered at the Annual Meeting.
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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 hereunto duly authorized.
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Date:
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July 29, 2011
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HOMEFED CORPORATION
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/s/ Erin N. Ruhe
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Name:
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Erin N. Ruhe
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Title:
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Vice President
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