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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT
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TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
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Date of report (date of earliest event reported): June 2, 2011
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TAUBMAN CENTERS, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Michigan
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(State or Other Jurisdiction of Incorporation)
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1-11530
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38-2033632
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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200 East Long Lake Road, Suite 300,
Bloomfield Hills, Michigan
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48304-2324
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(Address of Principal Executive Office)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (248) 258-6800
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None
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07 Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders of the Company on June 2, 2011, shareholders elected the three director nominees for three-year terms, ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011, and approved the Company’s named executive officer compensation. On Proposal 4, the most votes were received for an advisory vote on named executive officer compensation once every year. In light of such voting results, the Board of Directors of the Company has determined that it will implement an annual advisory vote on named executive officer compensation until the next required advisory vote on such frequency. The results of the voting are shown below*:
Proposal 1 — Election of Directors
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Nominees
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Votes For
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Votes Withheld
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Broker
Non-Votes
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Robert S. Taubman
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70,979,818
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2,364,730
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1,871,156
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Lisa A. Payne
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68,791,669
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4,552,879
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1,871,156
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William U. Parfet
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69,852,117
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3,492,431
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1,871,156
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Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
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Votes For
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Votes Against
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Abstain
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75,192,837
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16,914
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5,953
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Proposal 3 — Advisory Vote on Named Executive Officer Compensation
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Votes For
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Votes Against
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Abstain
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Broker
Non-Votes
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70,948,149
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2,281,960
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114,439
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1,871,156
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Proposal 4 — Advisory Vote on the Frequency of an Advisory Vote on Named Executive Officer Compensation
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Once Every Year
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Once Every
Two Years
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Once Every Three Years
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Abstain
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Broker
Non-Votes
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39,888,403
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173,504
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33,274,603
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8,038
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1,871,156
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*For Proposal 1, the three nominees receiving the most votes cast were elected as directors. Proposals 2 and 3, required the affirmative vote of 66⅔% of the outstanding voting shares for approval; the total outstanding voting shares as of the record date, April 4, 2011, were 81,016,282 shares. For Proposal 4, the option receiving the most votes was deemed to be the advisory voting frequency.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: June 3, 2011
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TAUBMAN CENTERS, INC.
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By: /s/ Lisa A. Payne
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Lisa A. Payne
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Vice Chairman and Chief Financial Officer
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