Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2019, the stockholders of Capital Senior Living Corporation (the “Company”) approved the Company’s 2019 Omnibus Stock and Incentive Plan (the “2019 Plan”) at the Company’s 2019 Annual Meeting of Stockholders (the “Annual Meeting”). The 2019 Plan was approved by the Company’s Board of Directors in March 2019, subject to stockholder approval, and replaces the Company’s 2007 Omnibus Stock and Incentive Plan, as amended. A description of the terms and conditions of the 2019 Plan is set forth in “Proposal 4—Approval of the Capital Senior Living Corporation 2019 Omnibus Stock and Incentive Plan” beginning on page 62 of the Company’s Definitive Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2019, as supplemented by the Supplement to the Proxy Statement filed with the SEC on April 16, 2019, which description is incorporated herein by reference. This description is subject to, and is qualified in its entirety by reference to, the full text of the 2019 Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held on May 14, 2019, 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 Proxy Statement. The voting results of the Annual Meeting are set forth below.
Proposal 1 – Election of Directors – The Company’s stockholders elected Philip A. Brooks, Ed A. Grier and Steven T. Plochocki to each serve as a director of the Company for three-year terms expiring in 2022. The voting results for each of these individuals were as follows:
| | | | | | | | | | | | |
Director | | Votes “FOR” | | | Votes
“WITHHELD” | | | Broker Non-Votes | |
Philip A. Brooks | | | 18,959,737 | | | | 6,562,506 | | | | 3,543,634 | |
Ed A. Grier | | | 19,444,928 | | | | 6,077,315 | | | | 3,543,634 | |
Steven T. Plochocki | | | 19,970,023 | | | | 5,552,220 | | | | 3,543,634 | |
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, 2019. The voting results were 28,903,294 shares“FOR,” 159,832 shares“AGAINST,” and 2,751 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 18,884,689 shares“FOR,” 6,579,574 shares “AGAINST,” 57,980 abstentions, and 3,543,634 brokernon-votes.
Proposal 4 – Approval of the 2019 Omnibus Stock and Incentive Plan – The Company’s stockholders approved the 2019 Plan. The voting results were 22,386,677 shares“FOR,” 3,102,695 shares“AGAINST,” 32,871 abstentions, and 3,543,634 brokernon-votes.
