govcommchairman.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 23, 2008
Consolidated-Tomoka
Land Co.
(Exact
name of registrant as specified in its charter)
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Florida
(State
or other jurisdiction of incorporation)
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0-5556
(Commission
File Number)
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59-0483700
(IRS
Employer Identification No.)
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1530
Cornerstone Boulevard, Suite 100
Daytona
Beach, Florida
(Address
of principal executive offices)
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32117
(Zip
Code)
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Registrant’s
telephone number, including area code: (386)
274-2202
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Not
Applicable
(Former
name or former address, if changed since last report.)
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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:
[ ]
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))
Item
8.01. Other Events.
On April
23, 2008, Consolidated-Tomoka Land Co. (the “Company”) issued a press release
announcing the results of the Company’s 2008 Annual Meeting of Shareholders (the
“Annual Meeting”), held Wednesday, April 23, 2008. On February 29,
2008, the record date for the Annual Meeting, there were 5,725,806 shares of the
Company’s common stock outstanding, and 5,040,881 shares were represented in
person or by proxy at the Annual Meeting (constituting 88% of the outstanding
shares). The following votes were received for each of the three
nominees for Class II directors, each of whom was elected to a three-year
term:
Director
Nominee
For
Withheld
William
H.
Davison 3,454,151 1,586,730
William
H.
McMunn 3,456,112 1,584,769
William
L.
Olivari 3,453,846 1,587,035
The terms
of directors John C. Adams, Jr., Gerald L. DeGood, James E. Gardner, John C.
Myers and William J. Voges continued after the meeting.
The board
of directors of the Company (the “Board”) also announced the election, at the
meeting of the Board immediately following the Annual Meeting, of William H.
McMunn, the Company’s President and Chief Executive Officer, as Chairman of the
Board of the Company, and the election of the other officers of the
Company. A copy of the Company’s press release is attached hereto as
Exhibit 99.1.
At the
Board meeting following the Annual Meeting, upon the recommendation of the
Governance Committee of the Company’s Board, the Board also adopted amendments
to the charter of the Governance Committee of the Company. These
amendments update the specific qualities or skills that the Governance Committee
believes should be held by any director nominee. A copy of the
Company’s amended Governance Committee Charter is attached hereto as Exhibit
99.2.
In
addition, upon the recommendation of the Compensation and Stock Option Committee
of the Company, at the meeting of the Board following the Annual Meeting, the
Board granted stock options to the named executive officers from the Proxy
Statement in connection with the Annual Meeting as follows:
Options Exercise
or Base Price
Officer Granted of Option
Awards ($/Sh)
William
H.
McMunn
20,000 $55.25
Bruce W.
Teeters 8,000 $55.25
Robert F.
Apgar
5,000 $55.25
These
stock option grants were awarded for fiscal year 2007
performance. Tandem SARs were granted with each stock option
award. The Compensation and Stock Option Committee intends to use the
results of the Towers Perrin executive compensation study in evaluating and
establishing executive compensation in 2008.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: April
25, 2007
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Consolidated-Tomoka
Land Co.
By: /s/William H.
McMunn
William H. McMunn, President and Chief
Executive
Officer
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