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): May 13, 2020 (May 12, 2020)
CIT GROUP INC.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001-31369 | | 65-1051192 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
11 W. 42nd Street
New York, New York 10036
(Address of registrant’s principal executive office)
Registrant’s telephone number, including area code: (212) 461-5200
Not Applicable
(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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | CIT | | New York Stock Exchange |
5.625% Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share | | CITPRB | | New York Stock Exchange |
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. ☐
Section 5 – Corporate Governance and Management
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 12, 2020, CIT Group Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format at www.virtualshareholdermeeting.com/CIT2020. A total of 98,317,232 shares of the Company’s common stock were entitled to vote as of March 19, 2020, the record date for the Annual Meeting. There were 91,230,920 shares present or represented by proxy, which constituted approximately 92.8% of the total votes entitled to be cast at the Annual Meeting. Stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders, and the final voting results of each proposal.
Proposal 1. Election of Directors
With respect to the election of the following nominees as directors of the Company to hold office for a term of one year, or until the next annual meeting of stockholders:
| | | | | | | | | | | | | | | | |
| | Shares Voted | |
| | For | | | Against | | | Abstain | | | Broker Non-Votes | |
Ellen R. Alemany | | | 75,626,074 | | | | 11,538,618 | | | | 327,182 | | | | 3,739,046 | |
Michael L. Brosnan | | | 78,437,723 | | | | 9,019,336 | | | | 34,815 | | | | 3,739,046 | |
Michael A. Carpenter | | | 77,292,876 | | | | 10,142,470 | | | | 56,528 | | | | 3,739,046 | |
Dorene C. Dominguez | | | 78,449,785 | | | | 9,005,983 | | | | 36,106 | | | | 3,739,046 | |
Alan Frank | | | 78,437,210 | | | | 8,996,996 | | | | 57,668 | | | | 3,739,046 | |
William M. Freeman | | | 75,238,135 | | | | 12,217,136 | | | | 36,603 | | | | 3,739,046 | |
R. Brad Oates | | | 76,461,474 | | | | 10,972,179 | | | | 58,221 | | | | 3,739,046 | |
Gerald Rosenfeld | | | 78,436,885 | | | | 8,996,770 | | | | 58,219 | | | | 3,739,046 | |
Vice Admiral John R. Ryan, USN (Ret.) | | | 75,705,042 | | | | 11,731,213 | | | | 55,619 | | | | 3,739,046 | |
Sheila A. Stamps | | | 78,422,550 | | | | 9,035,492 | | | | 33,832 | | | | 3,739,046 | |
Khanh T. Tran | | | 78,437,866 | | | | 8,995,069 | | | | 58,939 | | | | 3,739,046 | |
Laura S. Unger | | | 78,399,995 | | | | 9,056,453 | | | | 35,426 | | | | 3,739,046 | |
Based on the votes set forth above, each of the nominees set forth above was duly elected to serve as a director of the Company for a one-year term, or until his or her successor has been duly elected and qualified at the next annual meeting of stockholders of the Company.
Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm
The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm and external auditors for the year ending December 31, 2020 received the following votes and no broker non-votes:
| | | | |
For | | Against | | Abstain |
82,384,366 | | 8,797,005 | | 49,549 |
Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm and external auditor to serve for the year ending December 31, 2020 was duly ratified by the stockholders.
Proposal 3. Advisory Vote on the Compensation of the Company’s Executive Officers
The advisory (non-binding) vote to approve the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, received the following votes:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
65,411,449 | | 21,985,889 | | 94,536 | | 3,739,046 |
Based on the votes set forth above, the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, was approved in an advisory vote by the stockholders.
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.
| | |
CIT GROUP INC. |
(Registrant) |
| | | |
By: | | /s/ James R. Hubbard |
Name: | | James R. Hubbard |
Title: | | Executive Vice President, |
| | General Counsel & Corporate Secretary |
Dated: May 13, 2020
