8-K 1 lc_body_shareholders05082018.htm LOEWS CORPORATION FORM 8-K, RESULTS OF ANNUAL SHAREHOLDERS MEETING.
 



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 8, 2018


LOEWS CORPORATION
(Exact name of registrant as specified in its charter)


   
Delaware
   
1-6541
   
13‑2646102
(State or other jurisdiction
   
(Commission
   
(I.R.S. Employer
of incorporation)
   
File Number)
   
Identification No.)


667 Madison Avenue, New York, N.Y.    
10065‑8087
(Address of principal executive offices)    
(Zip Code)


Registrant's telephone number, including area code:   
(212) 521‑2000

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company
[  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]

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

 Set forth below is information relating to the 2018 Annual Meeting of Shareholders of the Registrant (the "Annual Meeting").

The Annual Meeting was called to order at 11:00 A.M. on May 8, 2018. Represented at the meeting, in person or by proxy, were shares of common stock, par value $0.01 per share, of the Registrant representing 307,382,541 votes, approximately 94.7% of the votes represented by the issued and outstanding shares of common stock entitled to vote.

The following business was transacted:

Election of Directors

Shares representing over 78.9% of the votes cast for directors were voted for the election of each of the following directors, each of whom was elected. The number of votes for, against and abstained, and all shares as to which brokers indicated that they did not have the authority to vote ("Broker Non-Votes") with respect to each director were as follows:
 
 
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
         
Ann E. Berman
289,467,771
3,941,242
  
116,602
13,856,926
Joseph L. Bower
274,782,504
18,625,697
  
117,414
13,856,926
Charles D. Davidson
289,919,323
3,351,535
  
254,757
13,856,926
Charles M. Diker
285,675,529
7,701,544
  
148,542
13,856,926
Jacob A. Frenkel
232,604,567
60,797,393
  
123,655
13,856,926
Paul J. Fribourg
234,777,236
58,635,762
  
112,617
13,856,926
Walter L. Harris
231,618,846
61,781,710
  
125,059
13,856,926
Philip A. Laskawy
280,162,754
13,242,223
  
120,638
13,856,926
Susan P. Peters
290,739,743
2,669,268
  
116,604
13,856,926
Andrew H. Tisch
268,796,362
24,457,241
  
272,012
13,856,926
James S. Tisch
277,918,924
15,456,546
  
150,145
13,856,926
Jonathan M. Tisch
278,136,728
15,123,990
  
264,897
13,856,926
Anthony Welters
287,828,565
5,376,408
  
320,642
13,856,926
 
Advisory Vote on Executive Compensation

Approved – Shares representing 262,000,714 votes, approximately 89.4% of the votes cast, voted, in an advisory vote, to approve the compensation of executive officers of the Registrant named in its proxy statement dated March 28, 2018. Shares representing 31,226,741 votes, approximately 10.6%, of the votes cast, voted against, and shares representing 298,160 votes abstained. In addition, there were 13,856,926 Broker Non-Votes.

Ratification of the Appointment of Independent Auditors

Approved – Shares representing 303,356,558 votes, approximately 98.8% of the votes cast, voted to ratify the appointment of Deloitte & Touche LLP as independent auditors for the Registrant. Shares representing 3,788,652 votes, approximately 1.2%, of the votes cast, voted against, and shares representing 237,331 votes abstained.

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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.

   
LOEWS CORPORATION
   
(Registrant)
   
 
 
   
 
 
   
 
 
Dated:  May 10, 2018
By:
/s/ Marc A. Alpert
   
 
Marc A. Alpert
   
 
Senior Vice President,
 
 
General Counsel and Secretary

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