UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM 8-K/A | ||
Current Report Pursuant | ||
to Section 13 or 15(d) of the | ||
Securities Exchange Act of 1934 | ||
Date of report (date of earliest event reported): June 12, 2017 (June 1, 2017) | ||
TAUBMAN CENTERS, INC. | ||
(Exact Name of Registrant as Specified in its Charter) | ||
Michigan | ||
(State of Other Jurisdiction of Incorporation) | ||
1-11530 | 38-2033632 | |
(Commission File Number) | (I.R.S. Employer Identification No.) | |
200 East Long Lake Road, Suite 300, Bloomfield Hills, Michigan | 48304-2324 | |
(Address of Principal Executive Office) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code: (248) 258-6800 | ||
None | ||
(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)) |
• | The election of three director nominees to the Company's Board of Directors, each to serve until the 2020 annual meeting of shareholders (Proposal 1); |
• | To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017 (Proposal 2); |
• | To approve (on an advisory basis) the compensation of the Company's named executive officers (Proposal 3); and |
• | To approve (on an advisory basis) whether an advisory vote on the compensation of the Company's named executive officers should occur every one, two or three years (Proposal 4). |
Nominees | Votes For | Votes Withheld | Broker Non-Votes | ||||||
Robert S. Taubman | 48,362,326 | 537,529 | 41,009 | ||||||
Cia Buckley Marakovits | 79,829,017 | 213,268 | 41,009 | ||||||
Myron E. Ullman, III | 48,819,630 | 80,225 | 41,009 | ||||||
Charles Elson | 31,051,942 | 90,488 | 41,009 | ||||||
Jonathan Litt | 31,051,942 | 90,488 | 41,009 |
Votes For | Votes Against | Abstain | |||||
79,720,671 | 309,492 | 53,131 |
Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||
77,797,837 | 2,126,364 | 118,084 | 41,009 |
Once Every Year | Once Every Two Years | Once Every Three Years | Abstain | Broker Non-Votes | |||||||||
78,055,136 | 425,049 | 1,404,914 | 157,186 | 41,009 |
Date: June 12, 2017 | TAUBMAN CENTERS, INC. | |
By: | /s/ Simon J. Leopold | |
Simon J. Leopold | ||
Executive Vice President, Chief Financial Officer, and Treasurer |