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): June 9, 2016

CST Brands, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-35743
 
46-1365950
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

One Valero Way, Building D, Suite 200
San Antonio, Texas
 
78249
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (210) 692-5000


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 June 9, 2016, CST Brands, Inc. (the “Company” or “CST”) held its Annual Meeting of Stockholders. The following table presents the final voting results for the items that were presented for stockholder vote.
 
For
 
Against
 
Abstain
 
Broker Non-Vote
(1) Election of four Class III Director Nominees for a term of three years:
 
 
 
 
 
 
 
Thomas W. Dickson
64,694,176
 
136,768
 
27,984
 
4,339,307
Ruben M. Escobedo
62,358,275
 
2,473,415
 
27,238
 
4,339,307
Denise Incandela
61,084,345
 
3,727,945
 
46,638
 
4,339,307
Alan Schoenbaum
62,341,181
 
2,491,162
 
26,585
 
4,339,307
(2) Ratification of the Selection of KPMG LLP as CST’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2016.
69,035,111
 
114,378
 
48,746
 
N/A
(3) Approval of the CST Brands, Inc. Employee Stock Purchase Plan.
64,382,613
 
426,890
 
49,425
 
4,339,307
(4) Approval of the CST Brands, Inc. Non-Employee Director Compensation Policy.
43,319,057
 
21,419,804
 
120,067
 
4,339,307
(5) Approval, on an Advisory, Non-Binding Basis, of the Compensation of our Named Executive Officers.
61,548,622
 
2,604,636
 
705,670
 
4,339,307
Based on the voting as reported above, the four director nominees named above were elected as Directors of the Company for a term of three years. In addition, the Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, approved the CST Brands, Inc. Employee Stock Purchase Plan, approved the CST Brands, Inc. Non-Employee Director Compensation Policy and approved, on an advisory, non-binding basis, the compensation of our named executive officers.








SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
CST BRANDS, INC.
 
/s/ Gérard J. Sonnier
 
By:
Gérard J. Sonnier
 
Title:
Senior Vice President, General Counsel and Corporate Secretary
Dated: June 13, 2016