8-K 1 a15-13367_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):  June 2, 2015 (June 1, 2015)

 

 

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 June 1, 2015, iStar Financial Inc. (the “Company”) held its 2015 Annual Meeting of Shareholders in New York, New York for the purpose of: (i) electing six directors to its board of directors, (ii) ratifying the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2015, (iii) approving, on a non-binding advisory basis, the compensation of its named executive officers and (iv) approving, on a non-binding advisory basis, a proposal submitted by a shareholder.  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 2016.  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

 

62,359,622

 

1,282,769

 

15,535,628

 

 

 

 

 

 

 

 

 

Robert W. Holman, Jr.

 

62,744,897

 

897,494

 

15,535,628

 

 

 

 

 

 

 

 

 

Robin Josephs

 

62,615,893

 

1,026,498

 

15,535,628

 

 

 

 

 

 

 

 

 

John G. McDonald

 

62,823,901

 

818,490

 

15,535,628

 

 

 

 

 

 

 

 

 

Dale Anne Reiss

 

63,265,724

 

376,667

 

15,535,628

 

 

 

 

 

 

 

 

 

Barry W. Ridings

 

63,275,891

 

366,500

 

15,535,628

 

 

Proposal 2.  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, 2015.  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

 

 

 

 

 

 

 

78,705,043

 

283,083

 

189,893

 

 

Proposal 3. Shareholder Advisory (Non-Binding) Vote on Executive Compensation:  At the annual meeting, the votes on a proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers were as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

61,643,036

 

1,710,560

 

288,795

 

15,535,628

 

 

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Proposal 4.  Shareholder Proposal (Non-Binding):  At the annual meeting, the vote upon a resolution to approve, on a non-binding advisory basis, a shareholder proposal was as follows:

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

39,866,031

 

23,493,732

 

282,628

 

15,535,628

 

 

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: June 2, 2015

By:

/s/ David DiStaso

 

 

David DiStaso

 

 

Chief Financial Officer

 

 

- Signature Page -

 

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