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): April 28, 2016

VECTOR GROUP LTD.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)

1-5759
 
65-0949535
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
4400 Biscayne Boulevard, Miami Florida
 
33137
(Address of Principal Executive Offices)
 
(Zip Code)

(305) 579-8000
(Registrant’s Telephone Number, Including Area Code)
(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):
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
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

On April 28, 2016, Vector Group Ltd. held its 2016 annual meeting of stockholders, where stockholders considered and voted upon the following proposals:
Proposal 1: Election of Directors.
By vote reflected below, each of the directors nominated was elected.
Nominee
 
For
 
Withheld
 
Broker Non-Votes (1)
 
 
 
 
 
 
 
Bennett S. LeBow
 
85,934,363

 
1,149,473

 
28,153,950

Howard M. Lorber
 
84,080,741

 
3,003,095

 
28,153,950

Ronald J. Bernstein
 
83,217,947

 
3,865,889

 
28,153,950

Stanley S. Arkin
 
64,639,770

 
22,444,066

 
28,153,950

Henry C. Beinstein
 
62,391,018

 
24,692,818

 
28,153,950

Jeffrey S. Podell
 
55,318,682

 
31,765,154

 
28,153,950

Jean E. Sharpe
 
56,061,808

 
31,022,028

 
28,153,950

(1)    Under the Company's governing documents, broker non-votes have no effect on the outcome of the matter acted on.
Proposal 2: Advisory approval of executive compensation (say on pay).
By vote reflected below, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
For
 
Against
 
Abstain
 
Broker Non-Votes (1)
47,720,463

 
38,869,888

 
493,725

 
28,153,710

(1)    Under the Company's governing documents, broker non-votes have no effect on the outcome of the matter acted on.
Proposal 3: Approval of ratification of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2016.
By vote reflected below, the selection of the independent registered public accounting firm was ratified.
For
 
Against
 
Abstain
 
Broker Non-Votes (1)
114,228,415

 
690,768

 
318,332

 
271

(1)    Under the Company's governing documents, broker non-votes have no effect on the outcome of the matter acted on.





Proposal 4: Approval of "proxy access bylaw"
By vote reflected below, the Company’s stockholders did not approve a stockholder proposal entitled "Shareholder Proxy Access".
For
 
Against
 
Abstain
 
Broker Non-Votes (1)
39,228,404

 
46,956,336

 
899,057

 
28,153,989

(1)    Under the Company's governing documents, broker non-votes have no effect on the outcome of the matter acted on.






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VECTOR GROUP LTD.



By:     /s/ J. Bryant Kirkland III            
J. Bryant Kirkland III
Senior Vice President, Treasurer and Chief Financial Officer

Date:    April 28, 2016