0001104659-14-042394.txt : 20140529 0001104659-14-042394.hdr.sgml : 20140529 20140529161519 ACCESSION NUMBER: 0001104659-14-042394 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140522 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140529 DATE AS OF CHANGE: 20140529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISTAR FINANCIAL INC CENTRAL INDEX KEY: 0001095651 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 956881527 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15371 FILM NUMBER: 14876250 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2129309400 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD FINANCIAL INC DATE OF NAME CHANGE: 19990923 8-K 1 a14-13652_18k.htm 8-K

 

 

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 29, 2014 (May 22, 2014)

 

 

iStar Financial Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-15371

 

95-6881527

(State or other jurisdiction of
incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification Number)

 

 

 

 

 

1114 Avenue of the Americas, 39th Floor
New York, New York

 

 

 

10036

(Address of principal executive offices)

 

 

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (212) 930-9400

 

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))

 

 

 


 

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

 

On May 22, 2014, iStar Financial Inc. (the “Company”) held its 2014 Annual Meeting of Shareholders in New York, New York for the purpose of: (i) electing six directors to its board of directors, (ii) approving the Company’s 2013 Performance Incentive Plan, (iii) approving an amendment to the Company’s 2009 Long-Term Incentive Plan and the performance-based provisions of such plan, (iv) ratifying the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2014 and (v) approving, on an advisory basis, the compensation of its named executive officers and other named officers.  The final voting results for each of the proposals submitted to a vote of shareholders at the annual meeting are set forth below.

 

Proposal 1.  Election of Directors:  At the annual meeting, six directors were elected for terms expiring in 2015.  For each nominee, the numbers of votes cast for, votes withheld and broker non-votes were as follows:

 

Name of Nominees

 

For

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

Jay Sugarman

 

56,948,531

 

1,211,959

 

19,541,250

 

 

 

 

 

 

 

 

 

Robert W. Holman, Jr.

 

57,242,737

 

917,753

 

19,541,250

 

 

 

 

 

 

 

 

 

Robin Josephs

 

57,312,841

 

847,649

 

19,541,250

 

 

 

 

 

 

 

 

 

John G. McDonald

 

55,704,742

 

2,455,748

 

19,541,250

 

 

 

 

 

 

 

 

 

Dale Ann Reiss

 

57,949,906

 

210,584

 

19,541,250

 

 

 

 

 

 

 

 

 

Barry W. Ridings

 

57,634,902

 

525,588

 

19,541,250

 

 

Proposal 2.  Approval of the Company’s 2013 Performance Incentive Plan:  At the annual meeting, the shareholders approved the Company’s 2013 Performance Incentive Plan and approved the performance-based provisions of such plan.  The number of votes cast for and against the approval of the Company’s 2013 Performance Incentive Plan and the performance-based provisions of such plan and the number of abstentions were as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

55,520,406

 

2,427,977

 

212,107

 

19,541,250

 

 

Proposal 3. Approval of the Amendment of the Company’s 2009 Long-Term Incentive Plan: At the annual meeting, the shareholders approved an amendment to the Company’s 2009 Long-Term Incentive Plan. The number of votes cast for and against the approval of the amendment of the Company’s 2009 Long-Term Incentive Plan and the number of abstentions were as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

56,745,358

 

1,290,264

 

124,868

 

19,541,250

 

 

2


 

Proposal 4.  Ratification of Independent Registered Public Accounting Firm:  At the annual meeting, the shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014.  The number of votes cast for and against the ratification of the selection of independent registered public accounting firm and the number of abstentions were as follows:

 

For

 

Against

 

Abstentions

 

 

 

 

 

 

 

 

 

 

 

77,192,196

 

444,993

 

64,551

 

 

 

 

Proposal 5.  Shareholder Advisory (Non-Binding) Vote on Executive Compensation:  At the annual meeting, the votes on a proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers were as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

53,990,776

 

3,931,012

 

238,702

 

19,541,250

 

 

3


 

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, thereunto duly authorized.

 

 

 

 

iSTAR FINANCIAL INC.

 

 

 

 

 

 

Date:    May 29, 2014

By:

/s/ Jay Sugarman

 

 

Jay Sugarman

 

 

Chairman and Chief Executive Officer

 

4