UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 15, 2012
 

LEUCADIA NATIONAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
 
 
NEW YORK
(State or Other Jurisdiction of Incorporation)
 
 
1-5721
13-2615557
(Commission File Number)
(IRS Employer Identification No.)
 
 
315 PARK AVENUE SOUTH, NEW YORK, NEW YORK
10010
(Address of Principal Executive Offices)
(Zip Code)
 
 
212-460-1900
(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:

|_| 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))
 

 
 

 

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(f)
 
The shareholder approved 2003 Senior Executive Annual Incentive Bonus Plan, as amended (the “Bonus Plan”) of Leucadia National Corporation (the “Company”) provides for an annual incentive bonus to each of Messrs. Cumming and Steinberg in an amount equal to 1.35% of the audited pre-tax earnings of the Company and its consolidated subsidiaries for each year through 2014, subject to reduction by the Compensation Committee of the Company’s Board of Directors, in its sole discretion.  On May 15, 2012, the Compensation Committee awarded performance bonuses for 2011 under the Bonus Plan of $1,073,763 (the “2011 Bonus”) to each of Ian M. Cumming and Joseph S. Steinberg, Chairman of the Board and President, respectively.  The 2011 Bonus equaled 1.35% of the audited consolidated pre-tax earnings of the Company and its consolidated subsidiaries for the fiscal year ended December 31, 2011.
 
After giving effect to the 2011 Bonus for Mr. Cumming and Mr. Steinberg, the amounts reflected in the Summary Compensation Table contained in the Company’s Proxy Statement dated April 13, 2012 under the columns “Bonus” and “Total” would have increased by the amount of the 2011 Bonus for each of Mr. Cumming and Mr. Steinberg.  As a result, total compensation as reflected in the Summary Compensation Table for 2011 would have been $29,250,974 for Mr. Cumming and $29,218,901 for Mr. Steinberg.  These amounts include the grant date fair value of $26,697,578 of warrants granted to each of Messrs. Cumming and Steinberg in 2011 pursuant to the terms of the 2011 Warrant Plan, which was approved by shareholders at the 2011 annual meeting of shareholders.  The fair value of the warrants is required to be determined in accordance with generally accepted accounting principles and is not necessarily reflective of the compensation that will actually be realized by the warrant holder upon exercise, which could differ substantially from the fair value indicated above.  For information on the valuation assumptions with respect to the grants made in 2011, refer to Note 15 to our consolidated financial statements contained in our Form 10-K for the fiscal year ended December 31, 2011.
 
Item 5.07                      Submission of Matters to a Vote of Security Holders.
 
On May 15, 2012 the Company held its annual meeting of shareholders.
 
1.           The Company’s shareholders elected eight directors to the Board of Directors.  The votes regarding this proposal were as follows:
 
   
Number of Shares
 
   
For
 
Withheld
 
Broker Non-Votes
 
 
Ian M. Cumming
191,730,789
 
7,929,221
 
24,450,297
 
 
Paul M. Dougan
177,851,435
 
21,808,575
 
24,450,297
 
 
Alan J. Hirschfield
198,195,197
 
1,464,813
 
24,450,297
 
 
James E. Jordan
178,420,461
 
21,239,549
 
24,450,297
 
 
Jeffrey C. Keil
198,268,268
 
1,391,742
 
24,450,297
 
 
Jesse Clyde Nichols, III
178,402,434
 
21,257,576
 
24,450,297
 
 
Michael Sorkin
198,494,030
 
1,165,980
 
24,450,297
 
 
Joseph S. Steinberg
195,481,533
 
4,178,477
 
24,450,297
 
 
 
 
 
 
 
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2.           The Company’s shareholders approved the advisory vote on executive compensation.  The votes regarding this proposal were as follows:

 
For
126,968,627
 
 
Against
71,139,434
 
 
Abstentions
1,551,949
 
 
Broker Non-Votes
24,450,297
 
 

 
3.              The Company’s shareholders ratified the selection of PricewaterhouseCoopers LLP as independent auditors for the year ended December 31, 2012.  The votes regarding this proposal were as follows:

 
For
222,299,662
 
 
Against
1,605,776
 
 
Abstentions
204,869
 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
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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:  May 16, 2012
   
     
  LEUCADIA NATIONAL CORPORATION  
       
 
     
 
By:
    /s/ Joseph A. Orlando  
    Name: Joseph A. Orlando  
    Title: Vice President and Chief Financial Officer  
       
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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