U.S. 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 24, 2011
EMERITUS CORPORATION
(Exact name of registrant as specified in charter)
| | | |
| Washington | 1-14012 | 91-1605464 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3131 Elliott Avenue, Suite 500
Seattle, Washington 98121
(Address of principal executive offices) (Zip Code)
(206) 298-2909
(Registrant's telephone number, including area code)
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:
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.
The annual meeting of shareholders of Emeritus Corporation (the “Company”) was held on May 24, 2011 (the “2011 Annual Meeting”). At the 2011 Annual Meeting, the Company’s shareholders voted on the following matters with the following voting results:
| 1. | Election of one director nominated by the Company’s Board of Directors (the “Board of Directors”) into Class I of the Board of Directors to serve until the Company’s 2012 Annual Meeting of Shareholders and election of three directors nominated by the Board of Directors into Class III of the Board of Directors to serve until the Company’s 2014 Annual Meeting of Shareholders. |
| | | | | | | | |
| | Nominee | | For | | Withhold | | Broker Non-vote |
| | Class I | | | | | | |
| | H.R. Brereton Barlow | | 36,175,086 | | 229,049 | | |
| | Class III | | | | | | |
| | Daniel R. Baty | | 36,093,968 | | 310,167 | | |
| | Bruce L. Busby | | 36,094,012 | | 310,123 | | |
| | James R. Ladd | | 36,176,742 | | 227,393 | | |
| 2. | Advisory resolution on executive compensation. |
| | For | | Against | | Abstain | | Broker Non-vote |
| | 31,502,690 | | 4,881,101 | | 20,344 | | |
| 3. | Advisory vote on the frequency of future advisory votes on executive compensation. |
| | One | | Two | | Three | | | | |
| | Year | | Years | | Years | | Abstain | | Broker Non-vote |
| | 13,295,348 | | 843,100 | | 22,246,117 | | 19,570 | | 3,223,337 |
Consistent with the Board of Directors’ recommendation in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2011, and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Company has adopted a policy to hold an advisory vote on executive compensation every three years.
| 4. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2011. |
| | For | | Against | | Abstain | | Broker Non-vote |
| | 39,517,448 | | 11,462 | | 98,562 | | 0 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| May 26, 2011 | | EMERITUS CORPORATION |
| | | |
| | By: | /s/ Robert C. Bateman |
| | | Robert C. Bateman, Executive Vice President—Finance |
| | | and Chief Financial Officer |
