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 17, 2012
Lorillard, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| DELAWARE | | 001-34097 | | 13-1911176 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
714 Green Valley Road
Greensboro, North Carolina 24708-7018
(Address of principal executive offices, including zip code)
(336) 335-7000
(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. |
On May 17, 2012, Lorillard, Inc. (the “Company”) held its 2012 annual meeting of shareholders (the “Annual Meeting”) in Greensboro, North Carolina (i) to elect two Class I directors to hold office until the annual meeting of shareholders for 2015, and until their successors are duly elected and qualified, (ii) to hold a non-binding, advisory vote on the Company’s executive compensation, (iii) to approve the Lorillard, Inc. Employee Stock Purchase Plan, (iv) to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, (v) to consider a shareholder proposal on declassifying the Board of Directors and (vi) to consider a shareholder proposal on reporting political contributions and expenditures. There were 116,766,741 shares of the Company’s common stock, constituting in excess of 89% of the outstanding shares on the record date (March 28, 2012), represented in person or by proxy at the meeting. The results for each of the matters voted upon at the Annual Meeting are set forth below:
Proposal 1 – Election of Class I Directors.
| | | | | | | | | | | | | | | | |
| | | Votes Cast For | | | Votes Cast Against | | | Abstentions | | | Broker Non-Votes | |
Robert C. Almon | | | 108,335,503 | | | | 677,589 | | | | 2,557,887 | | | | 5,205,762 | |
Kit D. Dietz | | | 108,167,232 | | | | 677,548 | | | | 2,716,199 | | | | 5,205,762 | |
Each Class I director nominee was duly elected. In addition, the terms of office for the following directors continued after the meeting: Dianne Neal Blixt, Andrew J. Card, Jr., Virgis W. Colbert, Kit D. Dietz, Murray S. Kessler and Richard W. Roedel. Nigel Travis did not stand for re-election as a Class I director, and his term expired on May 17, 2012. Effective May 17, 2012, the Board of Directors reduced the size of the Board from nine to eight directors.
Proposal 2 – Advisory vote on the Company’s executive compensation.
| | | | | | |
Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
104,144,929 | | 6,825,149 | | 590,901 | | 5,205,762 |
The proposal was approved on an advisory basis.
Proposal 3 – Approval of the Lorillard, Inc. Employee Stock Purchase Plan.
| | | | | | |
Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
111,258,220 | | 254,525 | | 48,234 | | 5,205,762 |
The proposal was approved.
Proposal 4 – Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
| | | | |
Votes Cast For | | Votes Cast Against | | Abstentions |
115,721,436 | | 918,607 | | 126,698 |
The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm was ratified.
Proposal 5 – Shareholder proposal on declassifying the Board of Directors.
| | | | | | |
Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
106,972,050 | | 2,837,288 | | 1,209,978 | | 5,747,425 |
The proposal was approved.
Proposal 6 – Shareholder proposal on reporting political contributions and expenditures.
| | | | | | |
Votes Cast For | | Votes Cast Against | | Abstentions | | Broker Non-Votes |
37,241,274 | | 57,688,548 | | 16,637,157 | | 5,205,762 |
The proposal was defeated.
SIGNATURE
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.
| | | | |
| LORILLARD, INC. |
| (Registrant) |
| |
| By: | | /s/ Ronald S. Milstein |
| | | | Ronald S. Milstein |
| | | | Executive Vice President, Legal and External Affairs, General Counsel and Secretary |
Dated: May 18, 2012
