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CSU > SEC Filings for CSU > Form 8-K on 28-May-2014All Recent SEC Filings




Submission of Matters to a Vote of Security Holders

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

At the 2014 Annual Meeting of Stockholders (the "Annual Meeting") of Capital Senior Living Corporation (the "Company") held on May 22, 2014, 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 definitive proxy statement (the "Proxy Statement") filed by the Company with the Securities and Exchange Commission (the "SEC") on April 17, 2014. At the Annual Meeting, the holders of 26,165,629 shares of the Company's common stock, which represents approximately 90.2% 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, 2014, 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 Lawrence
A. Cohen, E. Rodney Hornbake and Kimberly S. Herman to each serve as a director of the Company for three-year terms expiring in 2017. The voting results for each of these individuals were as follows:

         Director             Votes "FOR"      "WITHELD"       Broker Non-Votes
         Lawrence A. Cohen      23,169,772        181,377              2,814,480
         E. Rodney Hornbake     23,099,356        251,793              2,814,480
         Kimberly S. Herman     23,163,613        187,536              2,814,480

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 for the fiscal year ending December 31, 2014. The voting results were 26,103,043 shares "FOR," 52,949 shares "AGAINST," and 9,637 abstentions.

Proposal 3 - Advisory Vote on Executive Compensation - The Company's stockholders approved, on an advisory (non-binding) 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 22,944,181 shares "FOR," 339,465 shares "AGAINST," 67,543 abstentions, and 2,814,440 broker non-votes.

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