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 |
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001-34062 |
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26-2590997 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
6262 Sunset Drive, Miami, FL |
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33143 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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 ILGs 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 ILGs 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 |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Craig M. Nash |
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93,609,331 |
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5,989,670 |
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7,363,101 |
David Flowers |
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94,945,179 |
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4,653,822 |
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7,363,101 |
Victoria L. Freed |
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93,939,713 |
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5,659,288 |
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7,363,101 |
Lizanne Galbreath |
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99,015,713 |
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583,288 |
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7,363,101 |
Chad Hollingsworth |
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99,017,328 |
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581,673 |
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7,363,101 |
Lewis J. Korman |
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94,936,644 |
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4,662,357 |
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7,363,101 |
Thomas J. Kuhn |
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94,933,446 |
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4,665,555 |
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7,363,101 |
Thomas J. McInerney |
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94,265,115 |
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5,333,886 |
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7,363,101 |
Thomas P. Murphy, Jr. |
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94,205,175 |
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5,393,826 |
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7,363,101 |
Stephen R. Quazzo |
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99,011,412 |
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587,589 |
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7,363,101 |
Sergio D. Rivera |
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96,376,149 |
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3,222,852 |
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7,363,101 |
Thomas O. Ryder |
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97,789,888 |
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1,809,113 |
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7,363,101 |
Avy H. Stein |
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94,267,316 |
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5,331,685 |
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7,363,101 |
Each of ILGs directors was re-elected.
Proposal 2 Non-binding, advisory vote to approve the compensation of the named executive officers.
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-votes |
97,509,270 |
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2,039,671 |
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50,060 |
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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 |
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2 Years |
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3 Years |
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Abstentions |
83,249,951 |
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28,985 |
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16,290,855 |
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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 ILGs independent registered certified public accounting firm for the fiscal year ended December 31, 2017
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-votes |
105,322,279 |
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1,606,289 |
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33,534 |
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0 |
The stockholders ratified Proposal 4.
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.
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ILG, Inc. | |
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By: |
/s/ Victoria J. Kincke |
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Name: |
Victoria J. Kincke |
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Title: |
Senior Vice President, General Counsel |
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and Secretary |
Date: May 19, 2017