annualmeetingresults20118k.htm

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):  April 27, 2011
 

 
Consolidated-Tomoka Land Co.
 
(Exact name of registrant as specified in its charter)
 
Florida
(State or other jurisdiction of incorporation)
 
 
0-5556
(Commission File Number)
59-0483700
(IRS Employer Identification No.)
 
1530 Cornerstone Boulevard, Suite 100
Daytona Beach, Florida
(Address of principal executive offices)
 
 
32117
(Zip Code)
Registrant’s telephone number, including area code:  (386) 274-2202
 
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))
 

 


 
 
 

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment of Amended and Restated Articles of Incorporation

As noted in Item 5.07 below, an amendment to Article V(b) of the Amended and Restated Articles of Incorporation (the “Articles”) of Consolidated-Tomoka Land Co. (the “Company”) to provide for the annual election of directors (the “Amendment”) was approved by the Company’s shareholders at the 2011 Annual Meeting of Shareholders (the “Annual Meeting”).  Articles of Restatement setting forth Amended and Restated Articles of Incorporation reflecting the Amendment were filed with the Department of State of the State of Florida and became effective on April 27, 2011.

Amendment of Amended and Restated Bylaws

Also on April 27, 2011, the Board of Directors of the Company approved an amendment to the Company’s Amended and Restated Bylaws to provide for the annual election of directors, consistent with the Amendment, effective on April 27, 2011.

The description of the amendments above is qualified in its entirety by the copies of the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Company, attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

Item 5.07.  Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on April 27, 2011.  At the Annual Meeting the Company’s shareholders (i) elected William H. Davison, Jeffrey B. Fuqua, William H. McMunn, and Howard C. Serkin to serve as directors of the Company until the 2014 Annual Meeting of Shareholders, and elected William L. Olivari to serve as a director of the Company until the 2012 Annual Meeting of Shareholders, (ii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2011, (iii) approved an amendment to the Amended and Restated Articles of Incorporation to provide for the annual election of directors, (iv) approved the compensation of the named executive officers, and (v) voted to conduct an annual advisory vote on executive compensation.

The proposals below are described in detail in the Company’s definitive proxy statement dated March 25, 2011.  The results are as follows:

Proposal 1:                      Election of four directors to hold office until the 2014 Annual Meeting:
 
    For     Against     Abstain  
 William H. Davison      4,094,829          204,684       3,200  
 Jeffrey B. Fuqua          4,163,946          135,087       3,669  
 William H. McMunn            2,297,458         2,002,164       3,090  
 Howard C. Serkin     4,228,362          71,375       2,975  
                         
 
         Election of one director to hold office until the 2012 Annual Meeting
 
    For     Against     Abstain  
 William L. Olivari          4,167,315       130,850       4,548  
 
 
Proposal 2:                       Ratification of the appointment of KPMG LLP as the Company’s independent
    registered public accounting firm for fiscal year 2011:

For
    
Against
    
Abstained
  
  5,245,658       34,461       7,655  

 
Proposal 3:                       Approval of an Amendment to the Company’s Amended and Restated Articles of
    Incorporation to provide for the annual election of directors:

For
    
Against
    
Abstained
  
  5,087,369       189,915       10,486  
                                                                                 
Proposal 4:                      Advisory vote on executive compensation:
 
For
    
Against
    
Abstained
     Broker non-votes  
  4,089,708       54,325       148,681       985,061  
                                                                                                                   
Proposal 5:                      Advisory vote on the frequency of the advisory vote on executive compensation:
 
1 Year         2 Years     3 Years     Abstained     Broker non-votes  
  3,812,361       23,684       346,385       120,283       985,061  
                                                                                                                 
Item 9.01.  Financial Statements and Exhibits.

(d)  
Exhibits

 

 
 
 
 
 

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.

Date:  April 28, 2011

Consolidated-Tomoka Land Co.


By:     /s/William H. McMunn                  
       William H. McMunn, President and
        Chief Executive Officer