0000315858-13-000023.txt : 20130710 0000315858-13-000023.hdr.sgml : 20130710 20130710115712 ACCESSION NUMBER: 0000315858-13-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130709 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130710 DATE AS OF CHANGE: 20130710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BFC FINANCIAL CORP CENTRAL INDEX KEY: 0000315858 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 592022148 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09071 FILM NUMBER: 13961195 BUSINESS ADDRESS: STREET 1: 401 EAST LAS OLAS BLVD STREET 2: SUITE 800 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 954-940-4900 MAIL ADDRESS: STREET 1: P.O. BOX 39000 CITY: FORT LAUDERDALE STATE: FL ZIP: 33303 FORMER COMPANY: FORMER CONFORMED NAME: BANKATLANTIC FINANCIAL CORP DATE OF NAME CHANGE: 19920316 FORMER COMPANY: FORMER CONFORMED NAME: IRE FINANCIAL CORP DATE OF NAME CHANGE: 19880401 8-K 1 bfcf-20130709x8k.htm 8-K 8d6e86f2546d421

 

 

 

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):  July 9, 2013

 

 

BFC FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

Florida 

001-09071

59-2022148

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida

33301

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: 954-940-4900

 

 

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))

 

 

 

 

 

 

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

 

The Annual Meeting of Shareholders (the “Annual Meeting”) of BFC Financial Corporation (the “Company”) was held on July 9, 2013.  The following proposals were submitted to the Company’s shareholders at the Annual Meeting: (i) the election of ten directors, each for a term expiring at the Company’s 2014 Annual Meeting of Shareholders; (ii) a non-binding advisory vote to approve the compensation of the Company’s “named executive officers”; and (iii) a non-binding advisory vote on the frequency of future shareholder advisory votes on “named executive officer” compensation.    

 

1) Election of Directors

 

            The ten director nominees were elected by the following votes:

 

Director Nominee

 

 

Votes

For

 

 

 

Votes

Withheld

 

 

 

 Broker

Non-

Votes

 

   

 

 

 

 

 

 

 

 

 

 

Alan B. Levan

 

 

260,415,704

 

 

 

5,186,947

 

 

 

 

 

       0

 

John E. Abdo

 

 

261,755,765

 

 

 

3,846,886

 

 

 

 

 

       0

 

Darwin Dornbush

 

 

261,815,424

 

 

 

3,787,227

 

 

 

 

 

       0

 

Oscar Holzmann

 

 

261,819,628

 

 

 

3,783,562

 

 

 

 

 

       0

 

Jarett S. Levan

 

 

261,750,519

 

 

 

3,852,671

 

 

 

 

 

       0

 

Alan J. Levy

 

 

261,757,763

 

 

 

3,845,427

 

 

 

 

 

       0

 

Joel Levy

 

 

261,757,415

 

 

 

3,845,775

 

 

 

 

 

       0

 

William Nicholson

 

 

261,537,007

 

 

 

4,066,184

 

 

 

 

 

       0

 

Neil Sterling

 

 

261,543,119

 

 

 

4,060,071

 

 

 

 

 

       0

 

Seth M. Wise

 

 

261,813,544

 

 

 

3,789,647

 

 

 

 

 

       0

 

 

 

2) Non-Binding Advisory Vote to Approve “Named Executive Officer” Compensation

 

            The compensation of the Company’s “named executive officers” was approved, on a non-binding advisory basis, by the following votes:

 

Votes

For

Votes

Against

Abstentions

Broker

Non-Votes

 

 

 

 

251,724,081

13,848,159

32,627

0

 

 

 

 

 

3) Non-Binding Advisory Vote on the Frequency of Future Shareholder Advisory Votes on “Named Executive Officer” Compensation

 

            The voting results with respect to the non-binding advisory shareholder vote on the frequency of future shareholder advisory votes on “named executive officer” compensation were as follows:

 

Every

Year

Every Other Year

Every Three Years

Abstentions

Broker Non-Votes

 

 

 

 

 

13,787,863

103,369

250,918,702

792,751

0

 

The frequency choice of Every Three Years received the highest number of votes cast by the Company’s shareholders (as well as a majority of the votes cast on the proposal) and therefore was the frequency selected by the shareholders. Based on these results, and consistent with the recommendation of the Company’s Board of Directors that future shareholder advisory votes on “named executive officer” compensation be conducted every three years,  the Company will conduct future shareholder advisory votes on “named executive officer” every three years. Accordingly, the next shareholder advisory vote on “named executive officer” compensation will be conducted at the Company’s 2016 Annual Meeting of Shareholders. The next required shareholder advisory vote on the frequency of future shareholder advisory votes on “named executive officer” compensation will be conducted at the Company’s 2019 Annual Meeting of Shareholders.

 

 

 

 

 

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.

 

 

0

 

 

BFC FINANCIAL CORPORATION

 

 

 

 

Date: July 10, 2013

 

 

By: /s/  John K. Grelle            

 

            John K. Grelle,

 

Executive Vice President and

Chief Financial Officer