BBX Capital Corp

BBX
Delayed Nyse - 05/24 10:02:01 pm
4.76USD
+1.71%

BBX CAPITAL CORP : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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05/16/2019 | 08:04 pm

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



The information set forth under, or incorporated by reference into, Item 5.07
below relating to the amendment to the BBX Capital Corporation Amended and
Restated 2014 Incentive Plan, as amended, is incorporated into this Item 5.02 by
reference.



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



The 2019 Annual Meeting of Shareholders (the "Annual Meeting") of BBX Capital
Corporation
(the "Company") was held on May 14, 2019. The following proposals
were submitted to a vote of the Company's shareholders at the Annual Meeting:
(i) the election of fifteen directors to the Company's Board of Directors, each
for a term expiring at the Company's 2020 Annual Meeting of Shareholders; (ii) a
non-binding advisory vote to approve the compensation of the Company's Named
Executive Officers (as defined in the Company's Definitive Proxy Statement on
Schedule 14A for the Annual Meeting (the "Proxy Statement") pursuant to Item 402
of Regulation S-K promulgated by the Securities and Exchange Commission); (iii)
a non-binding advisory vote on the frequency with which the Company should hold
future advisory votes on Named Executive Officer compensation; and (iv) the
approval of an amendment (the "Plan Amendment") to the BBX Capital Corporation
Amended and Restated 2014 Incentive Plan, as amended (the "Plan"), to increase
the number of shares of the Company's Class A Common Stock available for grant
under the Plan to 3,300,000 shares, resulting in an increase in the total number
of shares of the Company's Class A Common Stock and Class B Common Stock
available for grant under the Plan to 14,000,000 shares. Pursuant to the
Company's Amended and Restated Articles of Incorporation, holders of the
Company's Class A Common Stock and Class B Common Stock were entitled to one
vote per share and 14.34 votes per share, respectively, on each matter presented
at the Annual Meeting. At the Annual Meeting, the Company's shareholders
approved the election of each of the fifteen director nominees. The Company's
shareholders also approved, on a non-binding advisory basis, the compensation of
the Company's Named Executive Officers and for future shareholder advisory votes
on Named Executive Officer compensation to continue to be held every three
years. In addition, the Plan Amendment was approved by the Company's
shareholders. A summary of the voting results, as certified by the Inspector of
Election for the Annual Meeting, Laurel Hill Advisory Group, LLC, is set forth
below.



Proposal 1: Election of Directors





Broker
Votes Votes Non-
Director Nominee For Withheld Votes
Alan B. Levan 285,598,747 14,784,898 N/A
John E. Abdo 290,265,458 10,118,187 N/A
Jarett S. Levan 290,304,911 10,078,734 N/A
Seth M. Wise 290,318,300 10,065,345 N/A
Norman H. Becker 290,102,839 10,280,806 N/A
Andrew R. Cagnetta, Jr. 289,943,008 10,440,637 N/A
Steven M. Coldren 283,529,696 16,853,949 N/A
Darwin Dornbush 285,507,466 14,876,179 N/A
Willis N. Holcombe 286,821,574 13,562,071 N/A
Oscar Holzmann 284,778,870 15,604,775 N/A
Joel Levy 287,835,748 12,547,897 N/A


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William Nicholson 286,722,478 13,661,167 N/A
Anthony P. Segreto 285,010,866 15,372,779 N/A
Neil Sterling 281,848,173 18,535,472 N/A
Charlie C. Winningham, II 290,357,511 10,026,134 N/A





Proposal 2: Approval, on a Non-Binding Advisory Basis, of the Compensation of
the Company's Named Executive Officers





Votes Votes Broker
For Against Abstentions Non-Votes
276,133,233 23,889,454 360,959 N/A













Proposal 3: Non-Binding Advisory Vote on the Frequency of Future Shareholder
Advisory Votes on Named Executive Officer Compensation





Broker
Every Year Every Other Year Every Three Years Abstentions Non-Votes
43,645,456 30,904 256,387,220 320,065 N/A













Proposal 4: Approval of Amendment to the BBX Capital Corporation Amended and
Restated 2014 Incentive Plan, as Amended





Votes Votes Broker
For Against Abstentions Non-Votes
274,552,097 25,533,294 298,255 N/A













A description of the Plan, as amended by the Plan Amendment (including a
description of the Plan Amendment), is set forth on pages 34 through 39 of the
Proxy Statement, is filed as Exhibit 99.1 hereto, and is incorporated herein by
reference. In addition, the full text of the Plan, as amended by the Plan
Amendment, is attached as Appendix A to the Proxy Statement, is filed as Exhibit
10.1 hereto, and is incorporated herein by reference.






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Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




10.1BBX Capital Corporation Amended and Restated 2014 Incentive Plan, as Amended
(incorporated by reference to Appendix A of the Company's Definitive Proxy
Statement on Schedule 14A, filed with the Securities and Exchange Commission on
April 15, 2019)



99.1Description of BBX Capital Corporation Amended and Restated 2014 Incentive
Plan, as Amended (incorporated by reference to pages 34 through 39 of the
Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities
and Exchange Commission
on April 15, 2019)










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