Current Report Filing (8-k)
May 11 2018 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 10, 2018
Capital Senior Living Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-13445
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75-2678809
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(Commission File Number)
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(IRS Employer Identification No.)
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14160 Dallas Parkway Suite 300
Dallas, Texas
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75254
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(Address of Principal Executive Offices)
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(Zip Code)
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(972)
770-5600
(Registrants Telephone Number, Including Area Code)
(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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2018 Annual Meeting (the
Annual Meeting
) of Stockholders of Capital Senior Living Corporation (the
Company
) held
on May 10, 2018, Proposals 1, 2 and 3 were approved by the Companys stockholders and no other business was properly brought before the Annual Meeting. The proposals are described in detail in the definitive proxy statement (the
Proxy Statement
) filed by the Company with the Securities and Exchange Commission (the
SEC
) on April 6, 2018. The voting results of the Annual Meeting are set forth below.
Proposal 1 Election of Directors
The Companys stockholders elected Jill M. Krueger, Michael W. Reid, Paul J. Isaac and Ross B.
Levin to each serve as a director of the Company for three-year terms expiring in 2021. The voting results for each of these individuals were as follows:
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Director
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Votes FOR
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Votes
WITHHELD
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Broker Non-Votes
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Jill M. Krueger
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22,085,905
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804,943
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3,210,473
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Michael W. Reid
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22,573,363
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317,485
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3,210,473
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Paul J. Isaac
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22,593,965
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296,883
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3,210,473
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Ross B. Levin
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22,688,847
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202,001
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3,210,473
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Proposal 2 Ratification of the Appointment of the Companys Independent Auditors
The Companys
stockholders ratified the appointment of Ernst & Young LLP as the Companys independent auditors for the fiscal year ending December 31, 2018. The voting results were 25,534,469 shares
FOR,
93,843 shares
AGAINST,
and 473,009 abstentions.
Proposal 3 Advisory Vote on Executive Compensation
The Companys
stockholders approved, on an advisory
(non-binding)
basis, the compensation of the Companys named executive officers, as disclosed in the Proxy Statement in accordance with the compensation disclosure
rules of the SEC. The voting results were 21,312,727 shares
FOR,
997,239 shares
AGAINST,
580,882 abstentions, and 3,210,473 broker
non-votes.
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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Date: May 11, 2018
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Capital Senior Living Corporation
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By:
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/s/ Carey P. Hendrickson
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Name:
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Carey P. Hendrickson
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Title:
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Senior Vice President and
Chief Financial
Officer
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