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 1, 2017 | ||
TAUBMAN CENTERS, INC. | ||
(Exact Name of Registrant as Specified in its Charter) | ||
Michigan | ||
(State of Other Jurisdiction of Incorporation) | ||
1-11530 | 38-2033632 | |
(Commission File Number) | (I.R.S. Employer Identification No.) | |
200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan | 48304-2324 | |
(Address of Principal Executive Office) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code: (248) 258-6800 | ||
None | ||
(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)) | |
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 5.07 Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders of Taubman Centers, Inc. (the "Company") on June 1, 2017, the Company's shareholders voted on the following four proposals.
•The election of three director nominees to the Company's Board of Directors, each to serve until the 2020 annual meeting of shareholders (Proposal 1);
•To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017 (Proposal 2);
•To approve (on an advisory basis) the compensation of the Company's named executive officers (Proposal 3); and
•To approve (on an advisory basis) whether an advisory vote on the compensation of the Company's named executive officers should occur every one, two or three years (Proposal 4).
A preliminary voting report was produced by the independent inspector of elections, IVS Associates, Inc. ("IVS"), certifying the preliminary voting results. These results are only preliminary and are subject to change. The Company will file an amendment to this Current Report on Form 8-K to disclose the final results after they are certified by IVS. The preliminary results of the voting, as reported by IVS, are shown below*:
Proposal 1 - Election of Directors
Nominees | Votes For | Votes Withheld | Broker Non-Votes | ||||||
Robert S. Taubman | 48,342,329 | 537,489 | 41,009 | ||||||
Cia Buckley Marakovits | 79,809,020 | 213,228 | 41,009 | ||||||
Myron E. Ullman, III | 48,799,633 | 80,185 | 41,009 | ||||||
Charles Elson | 31,051,942 | 90,488 | 41,009 | ||||||
Jonathan Litt | 31,051,942 | 90,488 | 41,009 | ||||||
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For | Votes Against | Abstain | |||||
79,700,838 | 309,452 | 52,967 | |||||
Proposal 3 - Advisory Vote on Named Executive Officer Compensation
Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||
77,778,410 | 2,125,860 | 117,978 | 41,009 | |||||||
Proposal 4 - Advisory Vote on the Frequency of an Advisory Vote on Named Executive Officer Compensation
Once Every Year | Once Every Two Years | Once Every Three Years | Abstain | Broker Non-Votes | |||||||||
78,034,560 | 425,049 | 1,400,576 | 162,063 | 41,009 | |||||||||
*For Proposal 1, the three nominees receiving the most votes cast were elected as directors. Proposals 2 and 3 required the affirmative vote of 66⅔% of the outstanding voting shares for approval; the total outstanding voting shares as of the record date, April 3, 2017, were 85,639,952 shares. For Proposal 4, the option receiving the most votes was deemed to be the advisory voting frequency.
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: June 6, 2017 | TAUBMAN CENTERS, INC. | |
By: | /s/ Simon J. Leopold | |
Simon J. Leopold | ||
Chief Financial Officer | ||