8-K 1 sf8k22411.txt SANTA FE 8-K 2-24-2011 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): February 24, 2011 SANTA FE FINANCIAL CORPORATION --------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 0-6877 95-2452519 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 10940 Wilshire Blvd., Suite 2150, Los Angeles, CA 90024 ------------------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (310) 889-2500 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 Fiscal 2010 Annual Meeting of the Shareholders of Santa Fe Financial Corporation (the "Company") was held on February 24, 2011 at the Hilton San Francisco Financial District, 750 Kearny Street, San Francisco, California. At that meeting, all of management's nominees: John V. Winfield, John C. Love and William J. Nance, were elected as Directors of the Company to serve until the next Annual Meeting. At the Annual Meeting, the shareholders also voted in favor of the ratification of the Audit Committee's selection of Burr Pilger Mayer, Inc. as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2011. In addition, the shareholders also approved, in a non-binding vote, the compensation of the Company's named executive officers and voted for three years as the frequency that a shareholder vote to approve the compensation of the Company's named executive officers should be held. The final tabulation of the votes follows: Proposal (1) - Election of Directors: Nominees Votes For Withheld Broker Non-Votes ---------------- --------- -------- ---------------- John V. Winfield 1,022,296 600 118,215 John C. Love 1,022,246 650 118,215 William J. Nance 1,022,246 650 118,215 Proposal (2) - Ratification of the Appointment of Burr Pilger Mayer, Inc. as The Company's Independent Registered Public Accounting Firm for the fiscal year ending June 30 2011: Votes For Against Abstained Broker Non-Votes --------- ------- --------- ---------------- 1,137,021 0 4,090 - Proposal (3) - To approve, in a non-binding vote, the compensation of the Company's named executive officers: Votes For Against Abstained Broker Non-Votes --------- ------- --------- ---------------- 1,013,044 1,422 8,430 118,215 Proposal (4) - To determine, in a non-binding vote, whether a shareholder vote to approve the compensation of the Company's named executive officers should occur every one, two or three years: One Year Two Years Three Years Abstained Broker Non-Votes -------- --------- ----------- --------- ---------------- 13,528 1,900 1,004,136 3,322 118,215 -2- 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. SANTA FE FINANCIAL CORPORATION Dated: February 28, 2011 By /s/ Michael G. Zybala ----------------------------- Michael G. Zybala, Vice President, Secretary & General Counsel -3-