Document


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, 2018
 
COLONY NORTHSTAR, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
 
001-37980
 
46-4591526
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
 
 
 
515 S. Flower Street, 44th Floor
Los Angeles, California
 
90071
 
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (310) 282-8820
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-(b))
 
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
 
 
 
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
Emerging growth company ¨
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





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

Results of 2018 Annual Meeting of Stockholders

On May 8, 2018, Colony NorthStar, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders at which (i) directors were elected, (ii) the compensation paid to the Company’s named executive officers as of December 31, 2017 was approved in an advisory vote, and (iii) the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company was ratified in an advisory vote. The proposals are described in detail in the Company’s 2018 definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2018 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.
Proposal 1: Election of Directors

The following persons comprising the entire previous board of directors of the Company were duly elected as directors of the Company until the 2019 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified by the following vote:

Nominee
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Thomas J. Barrack, Jr.
 
399,252,092
  
13,765,768
  
536,848
 
73,274,831
Richard B. Saltzman
 
395,159,062
  
17,823,634
  
572,012
 
73,274,831
Douglas Crocker II
 
400,368,694
  
12,574,630
  
611,384
 
73,274,831
Nancy A. Curtin
 
395,834,812
  
17,141,666
  
578,230
 
73,274,831
Jon A. Fosheim
 
399,862,016
  
12,887,165
  
805,527
 
73,274,831
Justin E. Metz
 
384,967,517
  
27,983,204
  
603,987
 
73,274,831
George G. C. Parker
 
400,205,553
  
12,738,400
  
610,755
 
73,274,831
Charles W. Schoenherr
 
386,114,500
  
26,835,106
  
605,102
 
73,274,831
John A. Somers
 
400,089,333
  
12,864,947
  
600,428
 
73,274,831
John L. Steffens
 
394,623,678
  
18,326,202
  
604,828
 
73,274,831
Proposal 2: Approval (on an advisory, non-binding basis) of Executive Compensation
The Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as of December 31, 2017 as described in the Compensation Discussion and Analysis and executive compensation tables of the Proxy Statement. The table below sets forth the voting results for this proposal:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
315,283,339
 
96,524,222
 
1,747,147
 
73,274,831

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, by the following vote:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
477,380,494
 
7,091,372
 
2,357,673
 






SIGNATURES
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.

Date:
May 14, 2018
COLONY NORTHSTAR, INC.
 
 
 
 
 
 
By:
/s/ Darren J. Tangen
 
 
 
Darren J. Tangen
 
 
 
Chief Financial Officer and Treasurer