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 16, 2017
Capital Senior Living Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| | |
| 1-13445 | | 75-2678809 |
(Commission
File Number) | | (IRS Employer
Identification No.) |
| |
14160 Dallas Parkway Suite 300 Dallas, Texas | | 75254 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(972) 770-5600
(Registrant’s 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 (seeGeneral 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)) |
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 2017 Annual Meeting (the “Annual Meeting”) of Stockholders of Capital Senior Living Corporation (the “Company”) held on May 16, 2017, Proposals 1, 2, 3 and 4 were approved by the Company’s 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 14, 2017. The voting results of the Annual Meeting are set forth below.
Proposal 1 – Election of Directors – The Company’s stockholders elected Lawrence A. Cohen, E. Rodney Hornbake and Kimberly S. Lody to each serve as a director of the Company for three-year terms expiring in 2020. The voting results for each of these individuals were as follows:
| | | | | | |
Director | | Votes “FOR” | | Votes | | Broker Non-Votes |
| | | | | ‘‘WITHHELD” | | |
| | | |
| Lawrence A. Cohen | | 22,483,386 | | 509,538 | | 2,660,605 |
| | | |
| E. Rodney Hornbake | | 22,478,471 | | 514,453 | | 2,660,605 |
| | | |
| Kimberly S. Lody | | 22,472,366 | | 520,558 | | 2,660,605 |
Proposal 2 – Ratification of the Appointment of the Company’s Independent Auditors – The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2017. The voting results were 25,367,806 shares“FOR,” 196,111 shares“AGAINST,” and 89,612 abstentions.
Proposal 3 – Advisory Vote on Executive Compensation – The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement in accordance with the compensation disclosure rules of the SEC. The voting results were 22,258,859 shares“FOR,” 606,574 shares “AGAINST,” 127,491 abstentions, and 2,660,605 broker non-votes.
Proposal 4 – Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation – The Company’s stockholders voted, on an advisory (nonbinding) basis, for the option of every one year as the preferred frequency for advisory votes on the Company’s executive compensation. The voting results were as follows:
| | |
Frequency | | Votes “FOR” |
| |
Every One Year | | 21,377,583 |
| |
Every Two Years | | 8,207 |
| |
Every Three Years | | 1,474,460 |
There were 132,674 abstentions and 2,660,605 broker non-votes with respect to Proposal 4.
Consistent with a majority of the votes cast with respect to Proposal 4, the Company’s Board of Directors has determined that the Company will hold a stockholder vote on the compensation of the Company’s named executive officers once every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers as required pursuant to Section 14(A) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
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.
| | | | | | |
| Date: May 17, 2017 | | | | Capital Senior Living Corporation |
| | | |
| | | | By: | | /s/ Carey P. Hendrickson |
| | | | Name: | | Carey P. Hendrickson |
| | | | Title: | | Senior Vice President and Chief Financial Officer |
