Form 8-K

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 12, 2014

 

 

BBX CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Florida   001-13133   65-0507804

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

   

 

401 East Las Olas Boulevard, Suite 800, Fort Lauderdale, Florida   33301
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 954-940-4000

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))

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information relating to the BBX Capital Corporation 2014 Stock Incentive Plan set forth under, or incorporated by reference into, Item 5.07 below is incorporated into this Item 5.02 by reference.

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

The 2014 Annual Meeting of Shareholders (the “Annual Meeting”) of BBX Capital Corporation (the “Company”) was held on June 12, 2014. As described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2014 (the “Proxy Statement”), the following proposals were submitted to a vote of the Company’s shareholders at the Annual Meeting: (i) the election of seven directors, each for a term expiring at the Company’s 2015 Annual Meeting of Shareholders; and (ii) the approval of the BBX Capital Corporation 2014 Stock Incentive Plan (the “Plan”). At the Annual Meeting, the Company’s shareholders approved the election of each of the seven director nominees. The Company’s shareholders also voted to approve the Plan at the Annual Meeting. A summary of the voting results, as certified by the Inspector of Election for the Annual Meeting, Georgeson Inc., is set forth below.

Proposal 1: Election of Directors

 

Director Nominee

    Votes
For		      Votes
Withheld		      Broker
Non-
Votes		  

Alan B. Levan

      26,248,464         1,423,107         0   

Norman H. Becker

      26,253,381         1,418,190         0   

Steven M. Coldren

      25,990,426         1,681,145         0   

Bruno L. Di Giulian

      26,186,194         1,485,377         0   

Willis N. Holcombe

      26,050,453         1,621,118         0   

Jarett S. Levan

      27,010,513         661,058         0   

Anthony P. Segreto

      27,017,944         653,627         0   

Proposal 2: Approval of the Company’s 2014 Stock Incentive Plan

 

Votes

For

  

Votes

Against

  

Abstentions

  

Broker

Non-Votes

25,012,971   2,645,224   13,411   0

A description of the material terms and conditions of the Plan is set forth on pages 22 through 26 of the Proxy Statement, is filed as Exhibit 99.1 hereto and is incorporated herein by

reference. In addition, the full text of the Plan is attached as Appendix A to the Proxy Statement, is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

10.1 BBX Capital Corporation 2014 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2014)

 

99.1 Description of BBX Capital Corporation 2014 Stock Incentive Plan (incorporated by reference to pages 22-26 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2014)

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.

 

    BBX CAPITAL CORPORATION
Date: June 13, 2014     By:   /s/ John K. Grelle
       

John K. Grelle,

Executive Vice President and

Chief Financial Officer

EXHIBIT INDEX

 

Exhibit

   

Description

10.1    BBX Capital Corporation 2014 Stock Incentive Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2014)
99.1    Description of BBX Capital Corporation 2014 Stock Incentive Plan (incorporated by reference to pages 26-32 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2014)