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 12, 2014
Interval Leisure Group, Inc.
(Exact name of registrant as specified in charter)
|
Delaware |
|
001-34062 |
|
26-2590997 |
|
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
|
of incorporation) |
|
File Number) |
|
Identification No.) |
|
6262 Sunset Drive, Miami, FL |
|
33143 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (305) 666-1861
(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:
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 12, 2014, Interval Leisure Group, Inc. (“ILG”) held its annual meeting of stockholders. The matters on which the stockholders voted, in person or by proxy, were (i) to elect nine directors to serve until ILG’s next annual meeting of stockholders or until their successors are duly elected and qualified, (ii) to approve a non-binding advisory resolution on executive compensation, and (iii) to ratify the appointment of Ernst & Young LLP as ILG’s independent registered certified public accounting firm for the fiscal year ended December 31, 2014. The results of the voting are as follows:
Proposal 1 — Election of Directors:
|
Name of Nominee |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
|
|
|
|
|
|
|
|
|
|
|
Craig M. Nash |
|
36,684,129 |
|
608,901 |
|
2,657,562 |
|
|
David Flowers |
|
36,768,783 |
|
524,247 |
|
2,657,562 |
|
|
Victoria L. Freed |
|
36,856,249 |
|
436,781 |
|
2,657,562 |
|
|
Gary S. Howard |
|
36,770,737 |
|
522,293 |
|
2,657,562 |
|
|
Lewis J. Korman |
|
36,734,441 |
|
558,589 |
|
2,657,562 |
|
|
Thomas J. Kuhn |
|
36,732,952 |
|
560,078 |
|
2,657,562 |
|
|
Thomas J. McInerney |
|
36,770,807 |
|
522,223 |
|
2,657,562 |
|
|
Thomas P. Murphy, Jr. |
|
36,857,066 |
|
435,964 |
|
2,657,562 |
|
|
Avy H. Stein |
|
36,857,136 |
|
435,894 |
|
2,657,562 |
|
Each of ILG’s directors was re-elected.
Proposal 2 — Approve the non-binding advisory resolution on executive compensation
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-votes |
|
|
33,402,602 |
|
3,773,005 |
|
117,423 |
|
2,657,562 |
|
The stockholders approved Proposal 2.
Proposal 3 —Ratify the appointment of Ernst & Young LLP as ILG’s independent registered certified public accounting firm for the fiscal year ended December 31, 2014
|
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-votes |
|
|
39,642,947 |
|
303,019 |
|
4,626 |
|
0 |
|
The stockholders ratified Proposal 3.
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.
|
|
Interval Leisure Group, Inc. | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Victoria J. Kincke |
|
|
Name: |
Victoria J. Kincke |
|
|
Title: |
Senior Vice President and |
|
|
|
General Counsel |
Date: May 14, 2014