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):
August 13, 2014
CATCHMARK TIMBER TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-36239 | 20-3536671 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5 Concourse Parkway, Suite 2325
Atlanta, GA 30328
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (855) 858-9794
Former name or former address, if changed since last report: N/A
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.
CatchMark Timber Trust, Inc. (the “Company”) held its 2014 annual meeting of stockholders (the “Annual Meeting”) on August 13, 2014. At the close of business on May 20, 2014, the record date for the Annual Meeting, there were 24,984,538 shares of the Company’s common stock outstanding and entitled to vote. Holders of 18,017,310 shares of common stock were present at the Annual Meeting, either in person or by proxy, representing 72.111% of the Company’s outstanding common stock.
The Annual Meeting was held for the purpose of:
1. | electing seven directors to serve on the Company's board of directors until the next annual meeting of stockholders or until their successors are duly elected and qualified; |
2. | approving, on an advisory basis, the compensation of the Company's named executive officers; |
3. | approving, on an advisory basis, an annual advisory vote to approve the compensation of the Company's name executive officers; and |
4. | ratifying the appointment of Deloitte & Touche LLP ("Deloitte") as the Company's independent registered accounting firm for the fiscal year ending December 31, 2014. |
Proposal No. 1
Election of Directors
Name | Votes For | Votes Withheld | Broker Non-Votes |
Jerry Barag | 7,270,621 | 1,473,285 | 9,273,404 |
Alan D. Gold | 8,606,081 | 137,825 | 9,273,404 |
Donald S. Moss | 7,057,019 | 1,686,887 | 9,273,404 |
Willis J. Potts, Jr. | 6,920,424 | 1,823,482 | 9,273,404 |
John F. Rasor | 7,275,950 | 1,467,956 | 9,273,404 |
Douglas D. Rubenstein | 8,617,642 | 126,264 | 9,273,404 |
Henry G. Zigtema | 6,916,767 | 1,827,139 | 9,273,404 |
Proposal No. 2
Votes For | Votes Against | Abstentions | Broker Non-Votes | |
Approval, on an advisory basis, of the compensation of the Company’s named executive officers | 8,343,319 | 280,847 | 119,740 | 9,273,404 |
Proposal No. 3
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | |
Approval, on an advisory basis, of the frequency of the advisory vote to approve the compensation of the Company’s named executive officers | 8,032,234 | 84,769 | 410,218 | 216,685 | 9,273,404 |
Based on these results, and consistent with the board of directors’ recommendation, the board of directors has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers on an annual basis until the next advisory vote on the frequency of the advisory vote on named executive officer compensation.
Proposal No. 4
Votes For | Votes Against | Abstentions | |
Ratification of the appointment of Deloitte as the independent registered public accounting firm for the fiscal year ending December 31, 2014 | 17,779,833 | 95,597 | 141,880 |
SIGNATURE
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.
CATCHMARK TIMBER TRUST, INC. | ||
Date: August 19, 2014 | By: | /s/ Brian M. Davis |
Brian M. Davis Senior Vice President and Chief Financial Officer | ||