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NCT > SEC Filings for NCT > Form 8-K on 3-Jun-2014All Recent SEC Filings

Show all filings for NEWCASTLE INVESTMENT CORP

Form 8-K for NEWCASTLE INVESTMENT CORP


3-Jun-2014

Change in Directors or Principal Officers, Submission of Matters to a V


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements

On May 28, 2014, the stockholders of Newcastle Investment Corp. (the "Company") approved the adoption of the 2014 Newcastle Investment Corp. Nonqualified Stock Option and Incentive Award Plan (the "2014 Plan"), which was previously approved by the Company's Board of Directors. The 2014 Plan is intended to facilitate the Company's continued use of long-term equity-based awards and incentives for the benefit of its officers, directors, manager and service providers.

A summary of the 2014 Plan was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 17, 2014 (the "Definitive Proxy Statement") in connection with the 2014 Annual Meeting of Stockholders (the "Annual Meeting"), under the section entitled "Summary of the Plan Terms" beginning on page 32 of the Definitive Proxy Statement. The summary of the 2014 Plan in the Definitive Proxy Statement is qualified in its entirety by reference to the full text of the 2014 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.



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

At the Annual Meeting, held May 28, 2014, the stockholders of the Company voted on the matters described below.

1. The Company's stockholders elected two Class III directors, who comprise all the directors of such class, to serve until the 2017 Annual Meeting of Stockholders or until their successors are elected and duly qualified. The numbers of shares that voted for the election of such directors, withheld authority to vote for such directors, and represented broker non-votes with respect to this proposal are summarized in the table below.

                                                    Votes          Broker Non-
           Director Nominee     Votes For         Withheld           Votes*
           Wesley R. Edens       84,023,544       114,930,077       114,991,073
           David K. McKown      197,062,621         1,891,000       114,991,073

* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange ("NYSE") from voting on a particular matter. Under NYSE rules, when a broker holding shares in "street name" does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were not entitled to vote on the election of directors or the proposal to approve the 2014 Plan, but they were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.

2. The Company's stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below.

Votes For Votes Against Abstentions 312,329,137 1,296,825 318,732

3. The Company's stockholders approved the 2014 Plan. The numbers of shares that voted for, voted against, abstained from voting for or against, or that represented broker non-votes for the 2014 Plan are summarized in the table below.

Votes For Votes Against Abstentions Broker Non-Votes 114,293,966 83,269,976 1,389,679 114,991,073




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number                                    Description

10.1         2014 Newcastle Investment Corp. Nonqualified Stock Option and
             Incentive Award Plan (incorporated by reference to Annex A of the
             Registrant's definitive proxy statement for the 2014 annual meeting of
             stockholders filed on April 17, 2014).


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