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 2, 2019
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):
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))
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 o
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. o
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

 





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

On May 2, 2019, Vector Group Ltd. held its 2019 annual meeting of stockholders, where stockholders considered and voted upon the following proposals:
Proposal 1: Election of Directors.
Eeach of the directors nominated was elected based on the following votes:
Nominee
 
For
 
Withheld
 
Broker Non-Votes (1)
 
 
 
 
 
 
 
Bennett S. LeBow
 
82,589,981

 
13,556,337

 
35,383,137

Howard M. Lorber
 
82,392,717

 
13,753,601

 
35,383,137

Ronald J. Bernstein
 
79,485,935

 
16,660,383

 
35,383,137

Stanley S. Arkin
 
53,138,457

 
43,007,861

 
35,383,137

Henry C. Beinstein
 
74,689,758

 
21,456,560

 
35,383,137

Paul V. Carlucci
 
60,449,856

 
35,696,462

 
35,383,137

Jean E. Sharpe
 
62,264,763

 
33,881,555

 
35,383,137

Barry Watkins
 
75,525,034

 
20,621,284

 
35,383,137

(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)
47,186,997

 
48,270,833

 
688,488

 
35,383,137

(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, 2019.
The selection of the independent registered public accounting firm received the following votes:
For
 
Against
 
Abstain
129,990,206

 
956,844

 
582,405








Proposal 4: Approval of "independent board chairman"
The stockholder proposal entitled "Independent Board Chairman" received the following votes:
For
 
Against
 
Abstain
 
Broker Non-Votes (1)
34,825,394

 
58,205,587

 
3,115,337

 
35,383,137

(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 3, 2019