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 14, 2013
DDR Corp.
(Exact name of registrant as specified in its charter)
Ohio | 1-11690 | 34-1723097 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
3300 Enterprise Parkway, Beachwood, Ohio | 44122 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (216) 755-5500
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.
On May 14, 2013, DDR Corp. (the Company) held its annual meeting of shareholders. The matters presented to shareholders for vote and the final voting results on such matters were as follows:
1. | Eleven directors, each to serve until the next annual meeting of shareholders and until a successor has been duly elected and qualified, were elected by the following vote: |
For | Against | Abstain | Broker Non-Votes | |||||||||||||
Terrance R. Ahern |
270,447,949 | 12,177,942 | 87,177 | 10,138,734 | ||||||||||||
James C. Boland |
281,586,772 | 1,039,240 | 86,876 | 10,138,734 | ||||||||||||
Thomas Finne |
270,652,597 | 11,974,785 | 85,686 | 10,138,734 | ||||||||||||
Robert H. Gidel |
270,680,959 | 11,945,522 | 86,587 | 10,138,734 | ||||||||||||
Daniel B. Hurwitz |
281,417,299 | 1,213,248 | 82,521 | 10,138,734 | ||||||||||||
Volker Kraft |
270,796,414 | 11,835,171 | 81,483 | 10,138,734 | ||||||||||||
Rebecca L. Maccardini |
281,546,012 | 1,084,015 | 83,041 | 10,138,734 | ||||||||||||
Victor B. MacFarlane |
280,886,098 | 1,739,230 | 87,740 | 10,138,734 | ||||||||||||
Craig Macnab |
281,250,816 | 1,380,570 | 81,682 | 10,138,734 | ||||||||||||
Scott D. Roulston |
281,594,688 | 1,003,620 | 114,760 | 10,138,734 | ||||||||||||
Barry A. Sholem |
270,554,825 | 12,063,519 | 94,724 | 10,138,734 |
2. | An amendment to the Companys Second Amended and Restated Articles of Incorporation to increase the number of authorized common shares, par value $0.10 per share, from 500,000,000 to 600,000,000, which results in an increase in the total number of authorized shares of the Company from 511,000,000 to 611,000,000, was approved by the following vote: |
For |
Against |
Abstain |
Broker Non-Votes | |||
290,158,048 |
2,441,081 | 194,147 | 58,526 |
3. | An amendment to the Companys Amended and Restated Code of Regulations to permit the Board of Directors to amend the Code of Regulations in accordance with Ohio Law was approved by the following vote: |
For |
Against |
Abstain |
Broker Non-Votes | |||
227,416,397 |
55,127,755 | 168,770 | 10,138,734 |
4. | The ratification of the selection of PricewaterhouseCoopers LLP as the Companys independent accountants for the Companys fiscal year ending December 31, 2013 was approved by the following vote: |
For |
Against |
Abstain | ||
291,944,701 |
686,553 | 220,472 |
5. | The shareholder advisory vote regarding the compensation of the Companys named executive officers was approved by the following vote: |
For |
Against |
Abstain |
Broker Non-Votes | |||
265,777,435 |
16,719,417 | 216,209 | 10,138,734 |
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.
DDR CORP. | ||||||
(Registrant) | ||||||
Date: May 15, 2013 | /s/ David E. Weiss | |||||
David E. Weiss | ||||||
Executive Vice President and General Counsel |