8-K 1 a2018stkhldrsmtng.htm 8-K Document


 
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): April 25, 2018

VECTOR GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)

1-5759
 
65-0949535
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
4400 Biscayne Boulevard, Miami Florida
 
33137
(Address of Principal Executive Offices)
 
(Zip Code)

(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)
(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):
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 April 25, 2018, Vector Group Ltd. held its 2018 annual meeting of stockholders, where stockholders considered and voted upon the following proposals:
Proposal 1: Election of Directors.
By vote reflected below, each of the directors nominated was elected.
Nominee
 
For
 
Withheld
 
Broker Non-Votes (1)
 
 
 
 
 
 
 
Bennett S. LeBow
 
92,773,197

 
1,446,643

 
29,370,356

Howard M. Lorber
 
91,759,951

 
2,459,889

 
29,370,356

Ronald J. Bernstein
 
91,279,156

 
2,940,684

 
29,370,356

Stanley S. Arkin
 
60,657,083

 
33,562,757

 
29,370,356

Henry C. Beinstein
 
92,772,885

 
1,446,955

 
29,370,356

Paul V. Carlucci
 
93,490,314

 
729,526

 
29,370,356

Jeffrey S. Podell
 
58,962,374

 
35,257,466

 
29,370,356

Jean E. Sharpe
 
59,202,013

 
35,017,827

 
29,370,356

Barry Watkins
 
93,518,174

 
701,666

 
29,370,356

(1)    Under the Company's governing documents, broker non-votes have no effect on the outcome of the matter acted on.
Proposal 2: Advisory approval of executive compensation (say on pay).
By vote reflected below, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
For
 
Against
 
Abstain
 
Broker Non-Votes (1)
48,502,497

 
44,996,957

 
720,386

 
29,370,356

(1)    Under the Company's governing documents, broker non-votes have no effect on the outcome of the matter acted on.
Proposal 3: Approval of ratification of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2018.
By vote reflected below, the selection of the independent registered public accounting firm was ratified.
For
 
Against
 
Abstain
122,624,867

 
518,403

 
446,926







Proposal 4: Approval of "proxy access bylaw"
By vote reflected below, the Company’s stockholders did not approve a stockholder proposal entitled "Advisory Vote on Shareholder Proposal Regarding Proxy Access By-law".
For
 
Against
 
Abstain
 
Broker Non-Votes (1)
39,952,919

 
53,120,726

 
1,146,195

 
29,370,356

(1)    Under the Company's governing documents, broker non-votes have no effect on the outcome of the matter acted on.






SIGNATURE

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.

VECTOR GROUP LTD.



By:     /s/ J. Bryant Kirkland III            
J. Bryant Kirkland III
Senior Vice President, Treasurer and Chief Financial Officer

Date:    April 27, 2018