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 6, 2013

 

 

COLONY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-34456   27-0419483

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2450 Broadway, 6th Floor

Santa Monica, CA

  90404
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (310) 282-8820

Not Applicable

(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):

 

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

Results of 2013 Annual Meeting of Stockholders

On May 6, 2013, the Company held its 2013 Annual Meeting of Stockholders at which (i) directors were elected, (ii) the compensation paid to the Company’s named executive officers was approved in an advisory vote, and (iii) the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company was ratified. The proposals are described in detail in the Company’s 2013 Proxy Statement. The final results for the votes regarding each proposal are set forth below.

Election of Directors

The following persons comprising the entire previous board of directors of the Company were duly elected as directors of the Company until the 2014 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Thomas J. Barrack, Jr., Richard B. Saltzman, George G. C. Parker, John A. Somers, and John L. Steffens. The table below sets forth the voting results for each director nominee:

 

Nominee

   Votes For      Votes
Withheld
     Broker
Non-Votes
 

Thomas J. Barrack, Jr.

     44,312,609         3,475,395         8,896,028   

Richard B. Saltzman

     46,855,807         932,197         8,896,028   

George G. C. Parker

     44,007,108         3,780,896         8,896,028   

John A. Somers

     46,264,958         1,523,046         8,896,028   

John L. Steffens

     46,263,664         1,524,340         8,896,028   

Approval (on an advisory, non-binding basis) on Executive Compensation

The Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and Executive Compensation Tables of the Company’s 2013 Proxy Statement. The table below sets forth the voting results for this proposal:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

46,625,758

   883,802    278,440    8,896,032

Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2013

The table below sets forth the voting results for this proposal:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker

Non-Votes

55,648,286

   763,440    272,306    0

 

 

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SIGNATURES

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.

 

Date: May 7, 2013     COLONY FINANCIAL, INC.
    By:  

/s/ Ronald M. Sanders

      Ronald M. Sanders
      Chief Legal Officer

 

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