Document
false0000059440 0000059440 2020-05-28 2020-05-28


 
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 28, 2020
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)
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))
Securities Registered Pursuant to 12(b) of the Act:
Title of each class:
Trading
Name of each exchange
 
Symbol(s)
on which registered:
Common stock, par value $0.10 per share
VGR
New York Stock Exchange
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

On May 28, 2020, Vector Group Ltd. held its 2020 annual meeting of stockholders, where stockholders considered and voted upon the following proposals:
Proposal 1: Election of Directors.
Each of the directors nominated was elected based on the following votes:
Nominee
 
For
 
Withheld
 
Broker Non-Votes (1)
 
 
 
 
 
 
 
Bennett S. LeBow
 
87,711,952

 
18,383,117

 
28,059,441

Howard M. Lorber
 
87,940,477

 
18,154,592

 
28,059,441

Ronald J. Bernstein
 
87,688,063

 
18,407,006

 
28,059,441

Stanley S. Arkin
 
53,433,042

 
52,662,027

 
28,059,441

Henry C. Beinstein
 
86,767,914

 
19,327,155

 
28,059,441

Paul V. Carlucci
 
55,122,130

 
50,972,939

 
28,059,441

Jean E. Sharpe
 
61,479,931

 
44,615,138

 
28,059,441

Barry Watkins
 
87,002,767

 
19,092,302

 
28,059,441

(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).
The advisory vote to approve the compensation of the Company’s named executive officers received the following votes:
For
 
Against
 
Abstain
 
Broker Non-Votes (1)
33,205,768

 
72,298,306

 
590,995

 
28,059,441

(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, 2020.
The selection of the independent registered public accounting firm received the following votes:
For
 
Against
 
Abstain
132,758,638

 
972,789

 
423,083








Proposal 4: Advisory approval of shareholder proposal regarding the adoption of a shareholder “proxy access” bylaw
The stockholder proposal entitled “shareholder proxy access" received the following votes:
For
 
Against
 
Abstain
 
Broker Non-Votes (1)
20,027,713

 
85,187,338

 
880,019

 
28,059,440

(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: May 29, 2020