0000891092-11-003072.txt : 20110510 0000891092-11-003072.hdr.sgml : 20110510 20110510144728 ACCESSION NUMBER: 0000891092-11-003072 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110510 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110510 DATE AS OF CHANGE: 20110510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIT GROUP INC CENTRAL INDEX KEY: 0001171825 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 651051192 STATE OF INCORPORATION: DE FISCAL YEAR END: 0812 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31369 FILM NUMBER: 11827497 BUSINESS ADDRESS: STREET 1: 1 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 BUSINESS PHONE: 9737405000 MAIL ADDRESS: STREET 1: 1 CIT DRIVE CITY: LIVINGSTON STATE: NJ ZIP: 07039 FORMER COMPANY: FORMER CONFORMED NAME: CIT GROUP INC DEL DATE OF NAME CHANGE: 20020422 8-K 1 e43504_8k.htm CURRENT REPORT

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 10, 2011

CIT GROUP INC.
(Exact name of registrant as specified in its charter)

Delaware 001-31369 65-1051192
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)    

11 West 42nd Street
New York, New York 10036
(Address of registrant's principal executive office)

Registrant's telephone number, including area code: (212) 461-5200

Not Applicable
(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):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Section 5 – Corporate Governance and Management

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

On May 10, 2011, CIT Group Inc. (the “Company”), held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”), at the Company’s offices in Livingston, New Jersey. A total of 200,478,847 shares of the Company’s common stock were entitled to vote as of March 14, 2011, the record date for the Annual Meeting. There were 176,365,811 shares present in person or by proxy at the Annual Meeting, at which the stockholders were asked to vote on five (5) proposals. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

Proposal 1. Election of Directors.

With respect to the election of the following nominees as Directors of the Company to hold office for a term of one year, or until the next annual meeting of stockholders:

  Shares Voted
  For Against Abstain Broker Non-
Votes
Michael J. Embler 158,783,244      848,895 34,040 16,699,632
William M. Freeman 147,449,579 12,182,880 33,720 16,699,632
David M. Moffett 159,498,679      139,742 27,758 16,699,632
R. Brad Oates 158,781,424      851,044 33,711 16,699,632
Marianne Miller Parrs 153,344,914   6,294,692 26,573 16,699,632
Gerald Rosenfeld 158,780,902      858,444 26,833 16,699,632
John R. Ryan 140,747,816 18,884,929 33,434 16,699,632
Seymour Sternberg 147,433,366 12,201,671 31,142 16,699,632
John A. Thain 151,502,913   8,137,866 25,400 16,699,632
Peter J. Tobin 153,344,066   6,290,187 31,926 16,699,632
Laura S. Unger 158,779,256      859,529 27,394 16,699,632

Based on the votes set forth above, each of the nominees set forth above were duly elected to serve as directors of the Company for a one year term, or until their respective successors have been duly elected and qualified at the next annual meeting of stockholders of the Company.


Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm

The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm and external auditors for the year ending December 31, 2011 received the following votes:

For Against Abstain
175,673,512 657,595 34,704

Based on the votes set forth above, the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm and external auditors to serve for the year ending December 31, 2011 was duly ratified by the stockholders.

Proposal 3. Advisory Vote on the Compensation of the Company’s Executive Officers

The advisory (non-binding) approval of the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, received the following votes:

For Against Abstain Broker Non-Votes
128,453,427 30,861,155 351,597 16,699,632

Based on the votes set forth above, the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, was approved in an advisory vote by the stockholders.

Proposal 4: Advisory Vote on the Frequency of Advisory Votes on the Compensation of the Company’s Executive Officers

The advisory (non-binding) vote on the frequency with which advisory (non-binding) votes should be held on the compensation of the Company’s named executive officers, pursuant to the SEC’s compensation disclosure rules, received the following votes:

One Year Two Years Three Years Abstain
150,530,760 67,213 8,501,118 567,088


Based on the votes set forth above, the non-binding advice of the shareholders is that the Company should hold an advisory (non-binding) vote on the compensation of the Company’s named executive officers every year.

Proposal 5: Approval of the CIT Group Inc. 2011 Employee Stock Purchase Plan

The approval of the CIT Group Inc. 2011 Employee Stock Purchase Plan received the following votes:

For Against Abstain Broker Non-Votes
159,042,533 164,206 459,440 16,699,632

Based on the votes set forth above, the CIT Group Inc. 2011 Employee Stock Purchase Plan was approved by the stockholders.

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.

   CIT GROUP INC.
  (Registrant)
     
     
  By: /s/ Robert J. Ingato
   
    Robert J. Ingato
    Executive Vice President, General Counsel &
    Secretary

Dated: May 10, 2011