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| CSU > SEC Filings for CSU > Form 8-K on 24-May-2012 | All Recent SEC Filings |
24-May-2012
Submission of Matters to a Vote of Security Holders
At the 2012 Annual Meeting of Stockholders (the "Annual Meeting") of Capital Senior Living Corporation (the "Company") held on May 23, 2012, Proposals 1, 2 and 3 were approved by the Company's stockholders and no other business was properly brought before the Annual Meeting. The proposals are described in detail in the proxy statement (the "Proxy Statement") filed by the Company with the Securities and Exchange Commission (the "SEC") on April 18, 2012. At the Annual Meeting, the holders of 26,960,986 shares of the Company's common stock, which represents approximately 96% of the shares of the Company's common stock outstanding and entitled to vote as of the record date for the Annual Meeting of March 26, 2012, were represented in person or by proxy. The voting results of the Annual Meeting are set forth below.
Proposal 1 - Election of Directors - The Company's stockholders elected Keith N. Johannessen, Jill M. Krueger and Michael W. Reid to each serve as a director of the Company for three-year terms expiring in 2015. The voting results for each of these individuals were as follows:
Director Votes "FOR" Votes "WITHELD" Broker Non-Votes
Keith N. Johannessen 21,795,458 516,836 4,648,692
Jill M. Krueger 21,849,906 462,388 4,648,692
Michael W. Reid 21,850,244 462,050 4,648,692
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Proposal 2 - Ratification of the Appointment of the Company's Independent Auditors - The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent auditors. The voting results were 26,906,851 shares "FOR," 51,145 shares "AGAINST," and 2,990 abstentions.
Proposal 3 - Advisory Vote on Executive Compensation - The Company's stockholders approved, on an advisory (nonbinding) basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement in accordance with the compensation disclosure rules of the SEC. The voting results were 20,362,633 shares "FOR," 288,806 shares "AGAINST," 1,660,855 abstentions, and 4,648,692 broker non-votes.
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