Current Report Filing (8-k)
May 20 2016 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 19, 2016
Capital Senior Living Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-13445
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75-2678809
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(Commission
File Number)
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(IRS Employer
Identification No.)
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14160 Dallas Parkway
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Suite 300
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Dallas, Texas
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75254
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(Address of Principal Executive Offices)
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(Zip Code)
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(972) 770-5600
(Registrants Telephone Number, Including Area Code)
(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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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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
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Submission of Matters to a Vote of Security Holders.
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At the 2016 Annual Meeting (the
Annual
Meeting
) of Stockholders of Capital Senior Living Corporation (the
Company
) held on May 19, 2016, Proposals 1, 2 and 3 were approved by the Companys stockholders and no other business was properly brought
before the Annual Meeting. The proposals are described in detail in the definitive proxy statement (the
Proxy Statement
) filed by the Company with the Securities and Exchange Commission (the
SEC
) on
April 15, 2016. The voting results of the Annual Meeting are set forth below.
Proposal 1 Election of Directors
The
Companys stockholders elected Philip A. Brooks, Ed Grier and Ronald A. Malone to each serve as a director of the Company for three-year terms expiring in 2019. The voting results for each of these individuals were as follows:
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Director
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Votes FOR
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Votes
WITHELD
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Broker Non-Votes
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Philip A. Brooks
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24,269,144
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1,079,928
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1,994,707
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Ed Grier
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24,358,264
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990,808
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1,994,707
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Ronald A. Malone
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24,203,475
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1,145,597
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1,994,707
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Proposal 2 Ratification of the Appointment of the Companys Independent Auditors
The Companys
stockholders ratified the appointment of Ernst & Young LLP as the Companys independent auditors for the fiscal year ending December 31, 2016. The voting results were 27,006,474 shares
FOR,
271,024 shares
AGAINST,
and 66,281 abstentions.
Proposal 3 Advisory Vote on Executive Compensation
The Companys
stockholders approved, on an advisory (non-binding) basis, the compensation of the Companys named executive officers, as disclosed in the Proxy Statement in accordance with the compensation disclosure rules of the SEC. The voting results were
18,296,343 shares
FOR,
6,201,046 shares
AGAINST,
221,683 abstentions, and 1,994,707 broker non-votes.
On May 19, 2016, in connection with James A. Moores decision not to stand for
re-election to the Companys Board of Directors (the Board), the Company announced that Michael W. Reid, a non-executive, independent director of the Company, has been appointed as Chairman of the Board, replacing Mr. Moore.
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.
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Date: May 20, 2016
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Capital Senior Living Corporation
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By:
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/s/ Carey P. Hendrickson
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Name:
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Carey P. Hendrickson
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Title:
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Senior Vice President and
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Chief Financial Officer
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