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 8, 2012 |
| LOEWS CORPORATION |
(Exact name of registrant as specified in its charter)
| Delaware | 1-6541 | 13-2646102 | ||||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||||
| of incorporation) | File Number) | Identification No.) | ||||
| 667 Madison Avenue, New York, N.Y. | 10065-8087 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (212) 521-2000 |
| 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 (see General Instruction A.2. below):
| [ ] | 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)) |
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Set forth below is information relating to the 2012 Annual Meeting of Shareholders of the Registrant.
The Annual Meeting was called to order at 11:00 A.M., May 8, 2012. Represented at the meeting, in person or by proxy, were shares representing 370,478,521 votes, approximately 93.4% of the votes represented by issued and outstanding shares entitled to vote.
The following business was transacted:
Election of Directors
Over 85.5% of the votes cast for directors were voted for the election of the following directors. The number of votes for, against and abstained and all shares as to which brokers indicated that they did not have the authority to vote (“Broker Non-Votes”) with respect to each director were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||
| Lawrence S. Bacow | 345,695,629 | 1,139,740 | 166,379 | 23,476,773 | |||
| Ann E. Berman | 345,700,032 | 1,069,048 | 232,668 | 23,476,773 | |||
| Joseph L. Bower | 342,578,494 | 4,254,570 | 168,684 | 23,476,773 | |||
| Charles M. Diker | 343,170,741 | 3,588,852 | 242,155 | 23,476,773 | |||
| Jacob A. Frenkel | 336,105,889 | 10,728,799 | 167,060 | 23,476,773 | |||
| Paul J. Fribourg | 339,590,327 | 7,243,711 | 167,710 | 23,476,773 | |||
| Walter L. Harris | 296,885,164 | 49,948,407 | 168,177 | 23,476,773 | |||
| Philip A. Laskawy | 304,584,221 | 42,250,338 | 167,189 | 23,476,773 | |||
| Ken Miller | 345,631,145 | 1,137,239 | 233,364 | 23,476,773 | |||
| Gloria R. Scott | 344,525,009 | 2,310,203 | 166,536 | 23,476,773 | |||
| Andrew H. Tisch | 330,878,640 | 16,034,867 | 88,241 | 23,476,773 | |||
| James S. Tisch | 338,599,473 | 8,322,190 | 80,085 | 23,476,773 | |||
| Jonathan M. Tisch | 335,970,469 | 10,941,183 | 90,096 | 23,476,773 | |||
Advisory Vote on Executive Compensation
Approved – 340,527,188 votes, approximately 98.1% of the votes cast, voted, in an advisory vote, to approve the compensation of the executive officers of the Registrant named in its proxy statement dated March 26, 2012. 5,163,964 votes, approximately 1.5% of the votes cast, voted against, and shares representing 1,310,596 votes, approximately 0.4% of the votes cast, abstained. In addition, there were 23,476,773 Broker Non-Votes.
Approval of the Registrant’s Amended and Restated Stock Option Plan
Approved – 338,569,414 votes, approximately 97.6% of the votes cast, voted to approve the Registrant’s Amended and Restated Stock Option Plan. 8,100,827 votes, approximately 2.3% of the votes cast, voted against, and shares representing 331,507 votes, approximately 0.1% of the votes cast, abstained. In addition, there were 23,476,773 Broker Non-Votes.
Approval of the Registrant’s Incentive Compensation Plan for Executive Officers
Approved – 342,138,288 votes, approximately 98.6% of the votes cast, voted to approve the Registrant’s Incentive Compensation Plan for Executive Officers. 4,545,020 votes, approximately 1.3% of the votes cast, voted against, and shares representing 318,440 votes, approximately 0.1% of the votes cast, abstained. In addition, there were 23,476,773 Broker Non-Votes.
Ratification of the Appointment of Independent Auditors
Approved – 368,064,082 votes, approximately 99.3% of the votes cast, voted to ratify the appointment of Deloitte & Touche, LLP as independent auditors for the Registrant. 2,308,661 votes, approximately 0.6% of the votes cast, voted against, and shares representing 105,778 votes, approximately 0.02% of the votes cast, abstained.
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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.
| LOEWS CORPORATION | ||
| (Registrant) | ||
| Dated: May 11, 2012 | By: | /s/ Gary W. Garson |
| Gary W. Garson | ||
| Senior Vice President | ||
| General Counsel | ||
| and Secretary | ||
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