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 4, 2017
COLONY NORTHSTAR, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 001-37980 | 46-4591526 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 515 S. Flower Street, 44th Floor | ||
| Los Angeles, CA | 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-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2017 Annual Meeting of Stockholders
On May 4, 2017, Colony NorthStar, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders at which (i) directors were elected, (ii) the compensation paid to the Company’s named executive officers of NorthStar Asset Management Group Inc. (the predecessor to the Company) as of December 31, 2016 was approved in an advisory vote, (iii) an advisory vote was taken on the frequency of future advisory stockholder votes on executive compensation and (iv) 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 2017 definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 29, 2017 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.
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 2018 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified: Thomas J. Barrack, Jr., David T. Hamamoto, Douglas Crocker II, Nancy A. Curtin, Jon A. Fosheim, Justin E. Metz, George G.C. Parker, Charles W. Schoenherr, John A. Somers and John L. Steffens. The table below sets forth the voting results for each director nominee:
| Nominee | Votes For | Votes Against |
Broker Non-Votes | |||
| Thomas J. Barrack, Jr. |
468,751,230 | 3,657,856 | 71,132,674 | |||
| David T. Hamamoto |
439,470,483 | 32,863,903 | 71,132,678 | |||
| Douglas Crocker II |
469,216,071 | 1,968,765 | 71,132,586 | |||
| Nancy A. Curtin |
468,104,100 | 3,123,775 | 71,132,677 | |||
| Jon A. Fosheim |
469,093,615 | 2,090,855 | 71,132,678 | |||
| Justin E. Metz |
427,455,109 | 43,735,164 | 71,132,679 | |||
| George G.C. Parker |
469,445,625 | 1,780,179 | 71,132,678 | |||
| Charles W. Schoenherr |
465,653,168 | 5,551,307 | 71,132,676 | |||
| John A. Somers |
469,417,985 | 1,764,955 | 71,132,678 | |||
| John L. Steffens |
467,957,666 | 3,208,617 | 71,132,678 |
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 of NorthStar Asset Management Group Inc. (the predecessor to the Company) as of December 31, 2016 as described in the Compensation Discussion and Analysis and executive compensation tables of the Company’s 2017 Proxy Statement. The table below sets forth the voting results for this proposal:
| Votes For |
Votes Against |
Abstentions |
Broker | |||
| 333,293,828 | 138,797,251 | 879,632 | 71,132,871 |
Recommendation (on an advisory, non-binding basis) on the Frequency of the Advisory Vote Related to the Compensation of the Company’s Named Executive Officers
The Company’s stockholders (on an advisory, non-binding basis) voted on the frequency of the advisory vote related to executive compensation. The table below sets forth the voting results for this proposal:
| Every Year |
Every Two Years |
Every Three Years |
Abstentions |
Broker Non-Votes | ||||
| 460,591,992 | 1,128,959 | 10,270,694 | 976,552 | 71,135,314 |
Ratification (on an advisory, non-binding basis) of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2017
The table below sets forth the voting results for this proposal:
| Votes For |
Votes Against |
Abstentions |
Broker | |||
| 540,083,636 | 3,344,734 | 675,210 | — |
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 5, 2017 | COLONY NORTHSTAR, INC. | |||||
| By: | /s/ Darren J. Tangen | |||||
| Darren J. Tangen | ||||||
| Chief Financial Officers & Treasurer | ||||||