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 27, 2015
 
 
NorthStar Asset Management Group Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 (State or other jurisdiction
of incorporation)
001-36301
(Commission File
Number)
46-4591526
(I.R.S. Employer
Identification No.)

399 Park Avenue, 18th Floor, New York, NY
 
10022
(Address of principal executive offices)
 
(Zip Code)
 
(212) 547-2600
(Registrant’s telephone number, including area code)
 
N/A
(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.
(a) NorthStar Asset Management Group Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders on May 27, 2015 (the “Meeting”).  At the close of business on April 8, 2015, the record date for the Meeting, there were 193,850,102 shares of the Company’s common stock issued, outstanding and eligible to vote.  Holders of 172,556,420 shares of common stock, representing a like number of votes, were present at the Meeting, either in person or by proxy.
 
(b)   Matters voted upon by stockholders at the Meeting were:
 
Proposal 1.    At the Meeting, the following individuals were elected to the Company’s Board of Directors to serve until the 2016 annual meeting of stockholders and until his or her successor is duly elected and qualified, by the following vote:
 
Director Nominees 
 
For
 
Withheld
 
Broker Non-Vote
David T. Hamamoto
 
145,007,848
 
2,767,551
 
24,781,021
Stephen E. Cummings
 
130,187,929
 
17,587,470
 
24,781,021
Judith A. Hannaway
 
118,530,726
 
29,244,673
 
24,781,021
Oscar Junquera
 
145,689,865
 
2,085,534
 
24,781,021
Justin Metz
 
145,663,661
 
2,111,738
 
24,781,021
Wesley D. Minami
 
130,180,268
 
17,595,131
 
24,781,021
Louis J. Paglia
 
119,990,866
 
27,784,533
 
24,781,021
 
Proposal 2.    At the Meeting, stockholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers, by the following vote:
 
For
 
Against
 
Abstained
 
Broker Non-Vote
87,370,911
 
60,155,767
 
248,690
 
24,781,052

Proposal 3.   At the Meeting, stockholders adopted a resolution approving, on a non-binding, advisory basis, holding future advisory votes on named executive officer compensation on an annual basis, by the following vote:
 
1 year
 
2 years
 
3 years
 
Abstain
 
Broker Non-Vote
139,611,386
 
230,777
 
7,244,868
 
688,337
 
24,781,052
 
 
Proposal 4.    At the Meeting, stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, by the following vote:
 
For
 
Against
 
Abstained
171,148,246
 
1,137,291
 
270,883

(d)   The Company currently intends to hold an advisory vote on the compensation of its named executive officers every year until the next required advisory vote on the frequency of holding advisory votes on named executive officer compensation.







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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.
 
 
 
 
NorthStar Asset Management Group Inc.
(Registrant)
 
 
 
Date: May 29, 2015
By:
/s/ Ronald J. Lieberman
 
 
Ronald J. Lieberman
Executive Vice President, General Counsel and Secretary


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