Current Report Filing (8-k)
June 13 2014 - 3:03PM
Edgar (US Regulatory)
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): June 12, 2014
BBX CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
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Florida |
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001-13133 |
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65-0507804 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida |
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33301 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: 954-940-4000
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The information relating to the BBX Capital Corporation 2014 Stock Incentive
Plan set forth under, or incorporated by reference into, Item 5.07 below is incorporated into this Item 5.02 by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The 2014 Annual Meeting of Shareholders (the Annual Meeting) of BBX
Capital Corporation (the Company) was held on June 12, 2014. As described in the Companys Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2014 (the Proxy
Statement), the following proposals were submitted to a vote of the Companys shareholders at the Annual Meeting: (i) the election of seven directors, each for a term expiring at the Companys 2015 Annual Meeting of
Shareholders; and (ii) the approval of the BBX Capital Corporation 2014 Stock Incentive Plan (the Plan). At the Annual Meeting, the Companys shareholders approved the election of each of the seven director nominees. The
Companys shareholders also voted to approve the Plan at the Annual Meeting. A summary of the voting results, as certified by the Inspector of Election for the Annual Meeting, Georgeson Inc., is set forth below.
Proposal 1: Election of Directors
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Director Nominee |
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Votes For |
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Votes Withheld |
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Broker Non- Votes |
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Alan B. Levan |
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26,248,464 |
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1,423,107 |
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0 |
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Norman H. Becker |
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26,253,381 |
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1,418,190 |
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0 |
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Steven M. Coldren |
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25,990,426 |
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1,681,145 |
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0 |
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Bruno L. Di Giulian |
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26,186,194 |
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1,485,377 |
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0 |
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Willis N. Holcombe |
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26,050,453 |
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1,621,118 |
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0 |
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Jarett S. Levan |
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27,010,513 |
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661,058 |
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0 |
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Anthony P. Segreto |
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27,017,944 |
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653,627 |
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0 |
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Proposal 2: Approval of the Companys 2014 Stock Incentive Plan
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Votes
For |
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Votes
Against |
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Abstentions |
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Broker
Non-Votes |
25,012,971 |
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2,645,224 |
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13,411 |
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0 |
A description of the material terms and conditions of the Plan is set forth on
pages 22 through 26 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 is attached as Appendix A to the Proxy Statement, is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1 |
BBX Capital Corporation 2014 Stock Incentive Plan (incorporated by reference to Appendix A of the Companys Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on
April 30, 2014) |
99.1 |
Description of BBX Capital Corporation 2014 Stock Incentive Plan (incorporated by reference to pages 22-26 of the Companys Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange
Commission on April 30, 2014) |
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.
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BBX CAPITAL CORPORATION |
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Date: June 13, 2014 |
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By: |
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/s/ John K. Grelle |
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John K. Grelle, Executive Vice President
and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit |
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Description |
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10.1 |
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BBX Capital Corporation 2014 Stock Incentive Plan (incorporated by reference to Appendix A of the Companys Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30,
2014) |
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99.1 |
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Description of BBX Capital Corporation 2014 Stock Incentive Plan (incorporated by reference to pages 26-32 of the Companys Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April
30, 2014) |
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