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): June 4, 2014
CST Brands, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35743 | | 46-1365950 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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One Valero Way, Building D, Suite 200 San Antonio, Texas | | 78249 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (210) 692-5000
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:
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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
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| (a) | On June 4, 2014 CST Brands, Inc. (the “Company” or “CST”) held its Annual Meeting of Stockholders. |
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| (b) | The following table presents the final voting results for the items that were presented for stockholder approval. |
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| | | For | | Against | | Abstain | | Broker Non-Vote |
| (1) The election of class I directors by Holders of common stock for a term of three years: | | | | | | | | |
| Roger G. Burton | | 64,152,231 |
| | 113,546 |
| | 36,377 |
| | 5,359,136 |
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| Stephen A. Smith | | 64,164,953 |
| | 101,502 |
| | 35,699 |
| | 5,359,136 |
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| (2) Ratification of the selection of KPMG LLP as CST’s independent registered public accounting firm for fiscal year ending December 31, 2014. | | 69,542,896 |
| | 76,435 |
| | 41,959 |
| | n/a |
| (3) Approval of the Company’s Amended and Restated 2013 Omnibus Stock and Incentive Plan. | | 61,085,066 |
| | 3,165,260 |
| | 54,828 |
| | 5,359,136 |
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| (4) Approval, by advisory vote, a resolution on executive compensation. | | 61,635,356 |
| | 1,190,458 |
| | 1,476,340 |
| | 5,359,136 |
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| | | One Year | | Two Years | | Three Years | | Abstain |
| (5) Recommend, by advisory vote, the frequency of future advisory votes on executive compensation. | | 56,210,457 |
| | 88,599 |
| | 6,506,692 |
| | 1,496,406 |
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Based on the voting as reported above, the two director nominees named above were elected as Directors of the Company for a term of three years. In addition, the Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2014; approved the Company’s Amended and Restated 2013 Omnibus Stock and Incentive Plan; approved, by advisory vote, a resolution on executive compensation and recommended, by advisory vote, a one year frequency of future advisory votes on executive compensation.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | CST BRANDS, INC. |
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| | | /s/ Tammy V. Floyd |
| | | By: | Tammy V. Floyd |
| | | Title: | Vice President, Controller and Acting Corporate Secretary |
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Dated: June 5, 2014
