UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2011 (November 3, 2011)
CARE INVESTMENT TRUST INC.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 000-54474 | 38-3754322 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 780 Third Avenue, 21st Floor New York, New York |
10017 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 446-1410
N/A
(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):
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders of the Company was held on November 3, 2011. A total of
9,981,389 shares of the Company’s common stock were present or represented by proxy at the meeting,
representing more than 98.22% of the Company’s shares outstanding as of the September 15, 2011
record date. The matters submitted for a vote and the respective results are as follows:
Proposal 1—The election of seven (7) nominees to the Board of Directors: Michael G. Barnes
(Chairman), Geoffrey N. Kauffman (Vice-Chairman), William A. Houlihan, Jonathan Ilany, Salvatore
(Torey) V. Riso, Jr., J. Rainer Twiford and Jean-Michel (Mitch) Wasterlain.
Michael G. Barnes (Chairman)
| Votes For | Withheld | Broker Non-Votes | ||
| 9,469,896 | 952 | 510,541 |
Geoffrey N. Kauffman (Vice-Chairman)
| Votes For | Withheld | Broker Non-Votes | ||
| 9,469,896 | 952 | 510,541 |
William A. Houlihan
| Votes For | Withheld | Broker Non-Votes | ||
| 9,469,896 | 952 | 510,541 |
Jonathan Ilany
| Votes For | Withheld | Broker Non-Votes | ||
| 9,469,896 | 952 | 510,541 |
Salvatore (Torey) V. Riso, Jr.
| Votes For | Withheld | Broker Non-Votes | ||
| 9,469,896 | 952 | 510,541 |
J. Rainer Twiford
| Votes For | Withheld | Broker Non-Votes | ||
| 9,469,896 | 952 | 510,541 |
Jean-Michel (Mitch) Wasterlain
| Votes For | Withheld | Broker Non-Votes | ||
| 9,469,896 | 952 | 510,541 |
There were no votes cast against any director.
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Proposal 2—Ratification of the selection of KPMG LLP as the Company’s independent public
accounting firm for the fiscal year ending December 31, 2011:
| Votes For | Votes Against | Abstain | ||
| 9,980,888 | 1 | 500 |
Proposal 3— To approve, on an advisory, non-binding basis, the compensation of the Company’s named
executive officers:
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 9,463,189 | 7,658 | 1 | 510,541 |
Proposal 4— To determine, on an advisory, non-binding basis, whether a stockholder vote
to approve the compensation of the Company’s named executive officers should occur every one, two,
or three years:
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 42,944 | 9,000 | 9,418,903 | 1 |
Consistent with the recommendation of the Company’s stockholders, the Company’s board of directors
has determined to hold future non-binding advisory votes on executive compensation every three
years until the next required vote on the frequency of such vote is conducted.
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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.
Date: November 7, 2011
| CARE INVESTMENT TRUST INC. |
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| By: | /s/ Danielle M. DePalma | |||
| Name: | Danielle M. DePalma | |||
| Title: | Chief Compliance Officer and Secretary |
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