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 24, 2013 (May 21, 2013)

 


 

iStar Financial Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-15371

 

95-6881527

(State or other jurisdiction of
incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification Number)

 

1114 Avenue of the Americas, 39th Floor
New York, New York

 

10036

(Address of principal executive offices)

 

(Zip Code)

 

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 5.03 — Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 21, 2013, the board of directors of iStar Financial Inc. (the “Company”) authorized and approved amended bylaws permitting informal actions to be taken via electronic transmission.  The amended bylaws are attached as Exhibit 3.1 hereto and are incorporated herein by reference.

 

Item 5.07 — Submission of Matters to a Vote of Security Holders.

 

On May 21, 2013, the Company held its 2013 Annual Meeting of Shareholders in New York, New York for the purpose of: (i) electing six 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, 2013 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, six directors were elected for terms expiring in 2014.  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

 

54,166,535

 

1,145,665

 

21,037,271

 

Robert W. Holman, Jr.

 

53,560,540

 

1,751,660

 

21,037,271

 

Robin Josephs

 

53,560,010

 

1,752,190

 

21,037,271

 

John G. McDonald

 

53,520,286

 

1,791,914

 

21,037,271

 

Dale Ann Reiss

 

54,610,795

 

701,405

 

21,037,271

 

Barry W. Ridings

 

53,853,390

 

1,458,810

 

21,037,271

 

 

Proposal 2.  Ratification of Independent Registered Public Accounting Firm:  At the annual meeting, the shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013.  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

 

75,537,860

 

722,304

 

89,307

 

 

 

2



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

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

48,091,294

 

6,972,088

 

248,818

 

21,037,271

 

 

Item 9.01 — Financial Statements and Exhibits.

 

Exhibit No.

 

 

3.1

 

Amended Bylaws of the Company

 

3



 

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:

May 24, 2013

By:

/s/ Jay Sugarman

 

 

Jay Sugarman

 

 

Chairman and Chief Executive Officer

 

4



 

EXHIBIT INDEX

 

Exhibit No.

 

 

3.1

 

Amended Bylaws of the Company

 

5