Current Report Filing (8-k)
15 May 2021 - 6:03AM
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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 13, 2021
iStar Inc.
(Exact name of registrant
as specified in its charter)
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Maryland
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1-15371
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95-6881527
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(State or other jurisdiction of incorporation)
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(Commission File
Number)
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(IRS Employer
Identification Number)
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1114 Avenue of the Americas, 39th Floor
New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (212) 930-9400
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):
¨ 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))
Securities registered
pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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STAR
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NYSE
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8.00% Series D Cumulative Redeemable Preferred Stock, $0.001 par value
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STAR-PD
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New York Stock Exchange
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7.65% Series G Cumulative Redeemable Preferred Stock, $0.001 par value
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STAR-PG
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New York Stock Exchange
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7.50% Series I Cumulative Redeemable Preferred Stock, $0.001 par value
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STAR-PI
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New York Stock Exchange
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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 ¨
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. ¨
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On May 13, 2021, iStar Inc. ("Company")
held its 2021 Annual Meeting of Shareholders in New York, New York, for the purpose of (i) electing six (6) directors to hold office until
the 2022 annual meeting of shareholders; (ii) approving the amendment and restatement of the Company's 2009 Long-Term Incentive Plan;
(iii) approving, on a non-binding, advisory basis, the compensation of the Company's named executive officers; and (iv) ratifying the
appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December
31, 2021. The final voting results for each of the proposals submitted to a vote of shareholders at the annual meeting are set forth below.
Proposal 1. Election of Directors: At
the annual meeting, six directors were elected for terms continuing until the 2022 annual meeting of shareholders. For each nominee, the
numbers of votes cast for, votes withheld and broker non-votes were as follows:
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Name of Nominees
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For
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Withheld
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Broker Non-Votes
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Clifford De Souza
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55,289,261
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1,980,955
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6,616,621
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David Eisenberg
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57,104,956
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165.260
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6,616,621
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Robin Josephs
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54,116,256
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3,153,960
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6,616,621
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Richard Lieb
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56,995,446
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274,770
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6,616,621
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Barry W. Ridings
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56,874,827
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395,389
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6,616,621
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Jay Sugarman
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56,823,952
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446,264
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6,616,621
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Proposal 2. Approval of
Amendment and Restatement of the iStar Inc. 2009 Long-Term Incentive Plan: At the annual meeting, the votes on a proposal to
approve the proposed amendment and restatement of the Company's 2009 Long-Term Incentive Plan were as set out below. This proposal was
approved.
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For
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Against
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Abstentions
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Broker Non-Votes
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55,889,756
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1,322,645
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57,815
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6,616,621
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Proposal 3. Advisory (Non-Binding)
Vote on Executive Compensation: At the annual meeting, the votes on a proposal to approve, on a non-binding, advisory basis, the compensation
of the Company's named executive officers were as set out below. The proposal was approved.
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For
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Against
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Abstentions
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Broker Non-Votes
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54,268,248
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2,895,820
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106,148
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6,616,621
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Proposal 4. Ratification
of Appointment of Independent Registered Public Accounting Firm: At the annual meeting, the votes on a proposal to ratify the
selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ended December
31, 2021 were as set out below. The proposal was approved.
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For
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Against
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Abstentions
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63,771,348
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99,177
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16,312
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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, thereunto
duly authorized.
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iStar Inc.
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By:
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/s/ Jay Sugarman
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Name: Jay Sugarman
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Title: Chairman and Chief Executive Officer
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Date: May 14, 2021
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