Current Report Filing (8-k)
April 23 2014 - 4:03PM
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): April 21, 2014
CAMPUS CREST COMMUNITIES, INC.
(Exact name of registrant as specified
in its charter)
Maryland
(State or other jurisdiction
of incorporation or organization)
|
001-34872
(Commission File Number) |
27-2481988
(IRS Employer
Identification No.) |
|
|
|
2100 Rexford Road, Suite 414
Charlotte, North Carolina
(Address of principal executive offices) |
|
28211
(Zip Code) |
Registrant’s telephone number,
including area code: (704) 496-2500
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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 21, 2014, at the 2014 Annual Meeting
of Stockholders of Campus Crest Communities, Inc. (the “Company”), the stockholders approved an amendment to the Company’s
Amended and Restated Equity Incentive Compensation Plan (the “2010 Plan”) to (i) increase the number of shares of common
stock reserved for issuance under the 2010 Plan by 2,800,000 shares, (ii) remove the reduction ratio, pursuant to which the grant
of each stock award under the 2010 Plan reduced the number of shares available for issuance by two, and (iii) make certain other
changes to the 2010 Plan. A description of the 2010 Plan and the amendment is set forth in Proposal 4 contained in the Company’s
Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the “SEC”)
on March 12, 2014, as supplemented by the Company’s Supplement to Proxy Statement filed with the SEC on March 27, 2014 (the
“2014 Proxy Statement”). The full text of the Amended and Restated Equity Incentive Compensation Plan is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 |
Submission of Matters to a vote of Security Holders. |
On April 21, 2014, the Company held its
2014 Annual Meeting of Stockholders at which (i) directors were elected, (ii) the appointment of KPMG LLP as independent registered
public accounting firm for the Company was ratified, (iii) the compensation paid to the Company’s named executive officers
was approved in an advisory vote, and (iv) the material terms of, and an amendment to, the 2010 Plan was approved. The proposals
are described in detail in the 2014 Proxy Statement. The final results for the voting with respect to each proposal are set forth
below.
Election of Directors
The following six directors were duly elected
to serve as directors of the Company until the 2015 Annual Meeting of Stockholders and until their successors are duly elected
and qualified: Ted W. Rollins, Lauro Gonzalez-Moreno, Richard S. Kahlbaugh, James W. McCaughan, Denis McGlynn and Daniel L. Simmons.
The table below sets forth the voting results for each director nominee:
Nominee |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
Ted W. Rollins |
|
50,848,420 |
|
875,229 |
|
7,276,814 |
Lauro Gonzalez-Moreno |
|
50,925,671 |
|
797,978 |
|
7,276,814 |
Richard S. Kahlbaugh |
|
37,538,474 |
|
14,185,175 |
|
7,276,814 |
James W. McCaughan |
|
50,919,832 |
|
803,817 |
|
7,276,814 |
Denis McGlynn |
|
50,389,024 |
|
1,334,625 |
|
7,276,814 |
Daniel L. Simmons |
|
50,913,090 |
|
810,559 |
|
7,276,814 |
Ratification of the Appointment of KPMG LLP as the Company’s
Independent Registered Public Accounting Firm for the Year Ending December 31, 2014
The table below sets forth the voting results
for this proposal:
Votes For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
47,906,835 |
|
11,048,244 |
|
45,384 |
|
0 |
Approval (on an advisory, non-binding basis) on Executive
Compensation
The Company’s stockholders approved
(on an advisory, non-binding basis) the compensation of the Company’s named executive officers as described in “Executive
Officer Compensation — Compensation Discussion and Analysis” and “Executive Officer Compensation Tables”
in the Company’s 2014 Proxy Statement. The table below sets forth the voting results for this proposal:
Votes For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
38,568,231 |
|
13,088,402 |
|
67,016 |
|
7,276,814 |
Approval of the material terms of the Company’s Amended
and Restated Equity Incentive Compensation Plan, and an amendment to the Company’s Amended and Restated Equity Incentive
Compensation Plan to increase the number of shares reserved for issuance thereunder, to remove the reduction ratio included therein
and to make certain other changes.
The table below sets forth the voting results
for this proposal:
Votes For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
38,171,074 |
|
13,489,489 |
|
63,086 |
|
7,276,814 |
Item 9.01 |
Financial Statements and Exhibits. |
|
|
(d) |
Exhibits. |
Exhibit
Number |
|
Description |
|
|
|
10.1 |
|
Amended and Restated Equity Incentive Compensation Plan, as amended |
|
|
|
|
|
|
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.
|
CAMPUS CREST COMMUNITIES, INC. |
|
|
|
|
Date: April 23, 2014 |
/s/ Donald L. Bobbitt, Jr. |
|
Donald L. Bobbitt, Jr. |
|
Executive Vice President, Chief Financial Officer and Secretary |
Exhibit Index
Exhibit
Number |
|
Description |
|
|
|
10.1 |
|
Amended and Restated Equity Incentive Compensation Plan, as amended |
|
|
|
|
|
|
Lehman Abs Mbna Capa (NYSE:CCG)
Historical Stock Chart
From May 2024 to Jun 2024
Lehman Abs Mbna Capa (NYSE:CCG)
Historical Stock Chart
From Jun 2023 to Jun 2024