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 29, 2013
NorthStar Realty Finance Corp.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction
of incorporation) | 001-32330 (Commission File
Number) | 11-3707493 (I.R.S. Employer
Identification No.) |
| 399 Park Avenue, 18th Floor, New York, NY | | 10022 |
| (Address of principal executive offices) | | (Zip Code) |
(212) 547-2600
(Registrant's telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
(a) NorthStar Realty Finance Corp. (the "Company") held its 2013 Annual Meeting of Stockholders on May 29, 2013 (the "Meeting"). At the close of business on April 8, 2013, the record date for the Meeting, there were 198,263,269 shares of the Company's common stock outstanding and entitled to vote. Holders of 165,429,726 shares of common stock, representing a like number of votes, were present at the Meeting, either in person or by proxy.
(b) Matters voted upon by stockholders at the Meeting were:
Proposal 1. At the Meeting, the following individuals were elected to the Company's Board of Directors to serve until the 2014 annual meeting of stockholders and until his or her successor is duly elected and qualified, by the following vote:
| Director Nominees | | For | | Withheld | | Broker Non-Vote | |
| C. Preston Butcher | | 110,019,952 | | 618,273 | | 54,791,501 | |
| Stephen E. Cummings | | 110,050,171 | | 588,054 | | 54,791,501 | |
| David T. Hamamoto | | 108,052,200 | | 2,586,025 | | 54,791,501 | |
| Judith A. Hannaway | | 82,045,986 | | 28,592,239 | | 54,791,501 | |
| Oscar Junquera | | 84,021,346 | | 26,616,879 | | 54,791,501 | |
| Wesley D. Minami | | 110,002,687 | | 635,538 | | 54,791,501 | |
| Louis J. Paglia | | 82,152,912 | | 28,485,316 | | 54,791,498 | |
| Sridhar Sambamurthy | | 110,024,967 | | 613,258 | | 54,791,501 | |
Proposal 2. At the Meeting, stockholders approved the NorthStar Realty Finance Corp. Second Amended and Restated 2004 Omnibus Stock Incentive Plan, by the following vote:
| For | | Against | | Abstained | | Broker Non-Vote | |
| 86,579,424 | | 23,646,703 | | 407,088 | | 54,796,511 | |
Proposal 3. At the Meeting, stockholders adopted a resolution approving, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, by the following vote:
| For | | Against | | Abstained | | Broker Non-Vote | |
| 67,056,256 | | 43,065,245 | | 516,713 | | 54,791,512 | |
Proposal 4. At the Meeting, stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, by the following vote:
| For | | Against | | Abstained | |
| 162,002,525 | | 2,793,771 | | 633,430 | |
SIGNATURES
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.
| | NorthStar Realty Finance Corp. |
| | (Registrant) |
| | | |
| | |
| Date: May 31, 2013 | By: | /s/ Ronald J. Lieberman |
| | Ronald J. Lieberman |
| | Executive Vice President, General Counsel and Secretary |
