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: May 13, 2014
LEUCADIA NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
| New York | 1-5721 | 13-2615557 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 520 Madison Avenue, New York, New York | 10022 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 212-460-1900
(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):
| ¨ | 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 |
We held our Annual Meeting of Shareholders on May 13, 2014.
Our incumbent directors were re-elected to our Board of Directors and received the following shareholder votes:
| Number of Shares | ||||||||||||||||
| For | Against | Abstain | Broker Non-Votes | |||||||||||||
| Linda L. Adamany |
271,918,021 | 548,044 | 503,488 | 39,068,804 | ||||||||||||
| Robert D. Beyer |
270,784,599 | 1,683,050 | 501,902 | 39,068,806 | ||||||||||||
| Francisco L. Borges |
271,857,903 | 616,953 | 494,689 | 39,068,803 | ||||||||||||
| W. Patrick Campbell |
271,208,992 | 1,173,283 | 587,273 | 39,068,809 | ||||||||||||
| Brian P. Friedman |
271,276,971 | 1,282,469 | 410,109 | 39,068,808 | ||||||||||||
| Richard B. Handler |
271,342,087 | 1,250,994 | 376,471 | 39,068,805 | ||||||||||||
| Robert E. Joyal |
222,175,647 | 50,265,212 | 528,260 | 39,069,238 | ||||||||||||
| Jeffrey C. Keil |
271,280,159 | 1,195,560 | 493,833 | 39,068,805 | ||||||||||||
| Michael T. O’Kane |
222,179,900 | 50,276,880 | 512,336 | 39,069,241 | ||||||||||||
| Stuart H. Reese |
271,978,160 | 469,388 | 522,002 | 39,068,807 | ||||||||||||
| Joseph S. Steinberg |
268,113,407 | 4,489,877 | 366,269 | 39,068,804 | ||||||||||||
The advisory vote on executive compensation was approved by 62.4% of the voting shares. The voting results were as follows:
| Number of Shares | ||||
| For |
169,785,139 | |||
| Against |
102,242,485 | |||
| Abstain |
941,915 | |||
| Broker Non-Votes |
39,068,818 | |||
Finally, our shareholders ratified the selection of PricewaterhouseCoopers LLP as our independent auditors for the year ended December 31, 2014. The voting results were as follows:
| Number of Shares | ||||
| For |
310,830,845 | |||
| Against |
871,146 | |||
| Abstain |
336,366 | |||
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.
| LEUCADIA NATIONAL CORPORATION | ||||||
| Date: May 16, 2014 | /s/ Roland T. Kelly | |||||
| Roland T. Kelly | ||||||
| Assistant Secretary and | ||||||
| Associate General Counsel | ||||||