UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 17, 2017
NorthStar Realty Europe Corp.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
Maryland
(State or other jurisdiction of incorporation)
 
001-37597
(Commission File Number)
 
32-0468861
(I.R.S. Employer Identification No.)
 
 
 
 
 
399 Park Avenue, 18th Floor, New York, NY
 
10022
(Address of principal executive offices)
 
(Zip Code)
(212) 547-2600
(Registrant’s telephone number, including area code)
N/A
(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 ☒
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.
 
(a)   NorthStar Realty Europe Corp. (the “Company”) held its 2017 Annual Meeting of Stockholders on August 17, 2017 (the “Meeting”).  At the close of business on July 17, 2017, the record date for the Meeting, there were 55,258,084 shares of the Company’s common stock outstanding and entitled to vote.  Holders of 48,127,658 shares of common stock, representing a like number of votes, were present at the Meeting, either in person or by proxy.
 
(b) Matters voted upon by stockholders at the Meeting were:
 
Proposal 1.    At the Meeting, the following individuals were elected to the Company’s Board of Directors, each to serve until the 2018 annual meeting of stockholders and until his or her successor is duly elected and qualified, by the following vote:
 
 
 
 
 
 
 
 
 
Director Nominees
 
For
 
Withheld
 
Broker Non-Vote
David T. Hamamoto
 
35,168,799
 
5,140,059
 
7,818,800
Richard Saltzman
 
35,805,364
 
4,503,494
 
7,818,800
Mario Chisholm
 
39,430,157
 
878,701
 
7,818,800
Judith A. Hannaway
 
24,337,163
 
15,971,695
 
7,818,800
Dianne Hurley
 
33,091,821
 
7,217,037
 
7,818,800
Oscar Junquera
 
39,428,988
 
879,870
 
7,818,800
Wesley D. Minami
 
24,467,302
 
15,841,556
 
7,818,800
   
 
Proposal 2.    At the Meeting, stockholders ratified the appointment of PricewaterhouseCoopers, Société coopérative as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, by the following vote: 
 
 
 
 
 
 
For
 
Against
 
Abstained
47,508,991
 
582,461
 
36,206

  

















SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
NorthStar Realty Europe Corp.
(Registrant)
 
 
 
Date: August 17, 2017
By:
/s/ Trevor K. Ross
 
 
Trevor K. Ross
General Counsel and Secretary