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STAR iStar

Filed: 14 May 21, 4:02pm

 

 

 

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)

 

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):

 

¨          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:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock

 STAR NYSE

8.00% Series D Cumulative Redeemable Preferred Stock, $0.001 par value

 STAR-PD New York Stock Exchange

7.65% Series G Cumulative Redeemable Preferred Stock, $0.001 par value

 STAR-PG New York Stock Exchange

7.50% Series I Cumulative Redeemable Preferred Stock, $0.001 par value

 STAR-PI New York Stock Exchange

 

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. ¨

 

 

 

 

 

 

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

 

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:

 

Name of Nominees For  Withheld  Broker Non-Votes 
Clifford De Souza  55,289,261   1,980,955   6,616,621 
David Eisenberg  57,104,956   165.260   6,616,621 
Robin Josephs  54,116,256   3,153,960   6,616,621 
Richard Lieb  56,995,446   274,770   6,616,621 
Barry W. Ridings  56,874,827   395,389   6,616,621 
Jay Sugarman  56,823,952   446,264   6,616,621 

 

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.

 

For  Against  Abstentions  Broker Non-Votes 
 55,889,756   1,322,645   57,815   6,616,621 

 

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.

 

For  Against  Abstentions  Broker Non-Votes 
 54,268,248   2,895,820   106,148   6,616,621 

 

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.

 

For  Against  Abstentions 
 63,771,348   99,177   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.

 

 iStar Inc.
  
 By:    /s/ Jay Sugarman
  Name:   Jay Sugarman
  Title:     Chairman and Chief Executive Officer
  
Date:     May 14, 2021 

 

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