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):  May 15, 2017

 

ILG, Inc.

(Exact name of registrant as specified in charter)

 

Delaware

 

001-34062

 

26-2590997

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

6262 Sunset Drive, Miami, FL

 

33143

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:      (305) 666-1861

 

 

(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:

 

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))

 

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 o

 

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. o

 

 

 



 

ITEM 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 19, 2017, ILG entered into an amendment to the Amended and Restated Employment Agreement with Stephen G. Williams to reflect his new role as Chief Commercial Officer for the Vacation Ownership Business as well as document that effective March 1, 2017 he received a 3% raise in base salary.

 

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

 

On May 15, 2017, ILG, Inc. held its annual meeting of stockholders.  The matters on which the stockholders voted, in person or by proxy, were (i) to elect thirteen directors to serve until ILG’s next annual meeting of stockholders or until their successors are duly elected and qualified, (ii) to approve a non-binding advisory resolution on executive compensation, (iii) to conduct a non-binding advisory vote on the frequency of future advisory votes on executive compensation, and (iv) to ratify the appointment of Ernst & Young LLP as ILG’s independent registered certified public accounting firm for the fiscal year ended December 31, 2017. The results of the voting are as follows:

 

Proposal 1 — Election of Directors:

 

Name of Nominee

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

Craig M. Nash

 

93,609,331

 

5,989,670

 

7,363,101

David Flowers

 

94,945,179

 

4,653,822

 

7,363,101

Victoria L. Freed

 

93,939,713

 

5,659,288

 

7,363,101

Lizanne Galbreath

 

99,015,713

 

583,288

 

7,363,101

Chad Hollingsworth

 

99,017,328

 

581,673

 

7,363,101

Lewis J. Korman

 

94,936,644

 

4,662,357

 

7,363,101

Thomas J. Kuhn

 

94,933,446

 

4,665,555

 

7,363,101

Thomas J. McInerney

 

94,265,115

 

5,333,886

 

7,363,101

Thomas P. Murphy, Jr.

 

94,205,175

 

5,393,826

 

7,363,101

Stephen R. Quazzo

 

99,011,412

 

587,589

 

7,363,101

Sergio D. Rivera

 

96,376,149

 

3,222,852

 

7,363,101

Thomas O. Ryder

 

97,789,888

 

1,809,113

 

7,363,101

Avy H. Stein

 

94,267,316

 

5,331,685

 

7,363,101

 

Each of ILG’s directors was re-elected.

 

Proposal 2 — Non-binding, advisory vote to approve the compensation of the named executive officers.

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-votes

97,509,270

 

2,039,671

 

50,060

 

7,363,101

 

The stockholders approved, on an advisory basis, Proposal 2.

 

Proposal 3 —Non-binding advisory vote on the frequency of future advisory votes on executive compensation

 

1 Year

 

2 Years

 

3 Years

 

Abstentions

83,249,951

 

28,985

 

16,290,855

 

29,210

 

The majority of stockholders approved, on an advisory basis, a vote every year on executive compensation. Based on the results of this non-binding advisory vote, the Board of Directors of ILG has determined that the next advisory vote on the compensation of our named executive officers will be held in next year.

 

Proposal 4 —Ratify the appointment of Ernst & Young LLP as ILG’s independent registered certified public accounting firm for the fiscal year ended December 31, 2017

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-votes

105,322,279

 

1,606,289

 

33,534

 

0

 

The stockholders ratified Proposal 4.

 

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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.

 

 

ILG, Inc.

 

 

 

 

 

 

By:

/s/ Victoria J. Kincke

 

Name:

Victoria J. Kincke

 

Title:

Senior Vice President, General Counsel

 

 

and Secretary

 

Date:  May 19, 2017

 

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