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 31, 2012

 

 

iStar Financial Inc.

(Exact name of registrant as specified in its charter)

 

 

 

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):

 

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.

 

On May 31, 2012, iStar Financial Inc. held its 2012 Annual Meeting of Shareholders in New York, New York for the purpose of: (i) electing seven directors to its board of directors, (ii) ratifying the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2012 and (iii) approving, on an advisory basis, the compensation of its named executive officers and other named officers.  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, seven directors were elected for terms expiring in 2013.  For each nominee, the numbers of votes cast for, votes withheld and broker non-votes were as follows:

 

Name of Nominees		For		Withheld		Broker Non-Votes
Jay Sugarman		52,110,909		1,437,349		22,767,580
Robert W. Holman, Jr.		43,853,046		9,695,212		22,767,580
Robin Josephs		43,823,561		9,724,697		22,767,580
John G. McDonald		44,724,606		8,823,652		22,767,580
George R. Puskar		52,267,963		1,280,295		22,767,580
Dale Ann Reiss		52,277,152		1,271,106		22,767,580
Barry W. Ridings		47,965,151		5,583,107		22,767,580

 

Proposal 2.  Ratification of Independent Registered Public Accounting Firm:  At the annual meeting, the shareholders ratified the selection of PricewaterhouseCoopers LLP as iStar Financial Inc.’s independent registered public accounting firm for the year ending December 31, 2012.  The number of votes cast for and against the ratification of the selection of independent registered public accounting firm and the number of abstentions were as follows:

 

For		Against		Abstentions
75,843,354		368,036		104,448

 

Proposal 3.  Shareholder Advisory (Non-Binding) Vote on Executive Compensation:  Votes on a proposal to approve, on an advisory basis, the compensation of iStar Financial Inc.’s named executive officers and other named officers were as follows:

 

For		Against		Abstentions		Broker Non-Votes
36,468,079		16,909,707		170,472		22,767,580

 

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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.

 

 

			iSTAR FINANCIAL INC.
Date:   June 6, 2012	By:	/s/ Jay Sugarman
			Jay Sugarman
			Chairman and Chief Executive Officer

 

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