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): April 26, 2017

 

Consolidated-Tomoka Land Co.

(Exact name of registrant as specified in its charter)

 

Florida

(State or other jurisdiction of incorporation)

001-11350

(Commission File Number)

59-0483700

(IRS Employer Identification No.)

 

 

1530 Cornerstone Boulevard, Suite 100

Daytona Beach, Florida

(Address of principal executive offices)

 

32117

(Zip Code)

Registrant’s telephone number, including area code: (386) 274-2202

 

Not Applicable

(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:

 

[ ] 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))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

   

Emerging growth company  

   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 


 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”) of Consolidated-Tomoka Land Co. (the “Company”) was held on April 26, 2017 at LPGA International Golf Club in Daytona Beach, Florida.  At the 2017 Annual Meeting, the Company’s shareholders re-elected John P. Albright, John J. Allen, Laura M. Franklin, William L. Olivari, Howard C. Serkin, Thomas P. Warlow, III, and Casey R. Wold to serve as members of the board of directors (the “Board”) of the Company until the 2018 Annual Meeting of Shareholders.  In addition, the Company’s shareholders took the following actions at the 2017 Annual Meeting: (i) the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2017 was ratified; (ii) a proposal for advisory approval of the Company’s 2016 executive compensation (the “Say-on-Pay Vote”) was approved; and (iii) an advisory vote regarding the frequency of the Say-on-Pay Vote resulted in shareholders approving an annual Say-on-Pay Vote. 

 

The proposals below are described in detail in the Company’s definitive proxy statement dated March 21, 2017.  The voting results for each proposal were as follows:

 

Proposal 1: Election of seven directors to hold office until the 2018 Annual Meeting of Shareholders:

 

 

 

For

 

 

Against

 

 

Abstain

 

 

 

 

John P. Albright

 

 

3,022,966

 

 

 

30,572

 

 

 

6,705

 

 

 

 

 

John J. Allen

 

 

2,967,909

 

 

 

88,945

 

 

 

3,389

 

 

 

 

 

Laura M. Franklin

 

 

3,022,874

 

 

 

34,064

 

 

 

3,305

 

 

 

 

 

William L. Olivari

 

 

2,956,935

 

 

 

83,816

 

 

 

19,491

 

 

 

 

 

Howard C. Serkin

 

 

2,794,987

 

 

 

261,886

 

 

 

3,369

 

 

 

 

 

Thomas P. Warlow, III

 

 

2,743,473

 

 

 

313,253

 

 

 

3,516

 

 

 

 

 

Casey R. Wold

 

 

3,018,648

 

 

 

37,281

 

 

 

4,314

 

 

 

 

 

Elizabeth N. Cohernour

 

 

1,994,255

 

 

 

0

 

 

 

8,515

 

 

 

 

 

Evan H. Ho

 

 

1,994,255

 

 

 

0

 

 

 

8,515

 

 

 

 

 

Edward W. Pollock

 

 

1,994,181

 

 

 

0

 

 

 

8,589

 

 

 

 

 

David J. Winters

 

 

1,992,015

 

 

 

0

 

 

 

10,755

 

 

 

 

 

 

 

Proposal 2: Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2017:

 

 

 

For

 

 

Against

 

 

Abstain

 

 

 

 

 

 

 

 

3,090,647

 

 

 

1,889,161

 

 

 

83,203

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 3: Advisory vote to approve executive compensation:

 

 

 

For

 

 

Against

 

 

Abstain

 

 

 

 

 

 

2,939,891

 

 

 

2,061,332

 

 

 

59,987

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal 4: Advisory vote regarding frequency of advisory vote to approve executive compensation:

 

 

 

 

1 Year

 

 

 

2 Years

 

 

 

3 Years

 

 

 

Abstain

 

 

 

 

4,642,420

 

 

 

54,548

 

 

 

317,241

 

 

 

48,802

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In addition, on May 5, 2017, the Board determined that the Company will hold a non-binding advisory Say-on-Pay Vote on the Company’s compensation of its named executive officers, as disclosed in the Company’s proxy statement, on an annual basis until the next required vote by the Company’s shareholders on the frequency of such vote.

 


 

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.

 

   

Date: May 5, 2017                                                                       Consolidated-Tomoka Land Co.

 

By: /s/John P. Albright                 

John P. Albright, President and Chief Executive Officer