8-K Filed 06/23/14 Voting Results





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
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 18, 2014
 
(Exact Name of Registrant as Specified in its Charter)
 
Maryland
 
001-32185
 
36-3953261
(State or Other
Jurisdiction of
Incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)
 
2901 Butterfield Road

Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
 
(630) 218-8000
(Registrant’s Telephone Number, Including Area Code)
 
N/A
(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:

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))



Item 5.07    Submission of Matters to a Vote of Security Holders.
On June 18, 2014, as part of the annual meeting of stockholders of Inland Real Estate Corporation, a Maryland corporation (the “Company”), the Company held a stockholder vote on Proposals 1, 2, 3 and 4 as described in the Company's Notice of Annual Meeting of Stockholders and Proxy Statement ("the Proxy Statement"). As of the record date on April 17, 2014, a total of 99,778,868 shares of the Company's common stock were outstanding and entitled to vote. A total of 86,618,549 shares were present in person or by proxy at the annual meeting, representing approximately 86.81% of the outstanding stock entitled to vote. 
The stockholders elected the eight nominees named below to serve as directors until the next annual meeting of stockholders or as otherwise provided in the Company's governing documents.  The final results of the election of directors were as follows:
Name
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
 
 
 

 
 

 
 

 
 

Thomas P. D'Arcy
 
68,837,262

 
2,053,987

 
160,651

 
15,566,649

Daniel L. Goodwin
 
68,687,464

 
2,193,599

 
170,837

 
15,566,649

Joel G. Herter
 
69,154,908

 
1,728,322

 
168,670

 
15,566,649

Heidi N. Lawton
 
69,319,246

 
1,590,065

 
142,589

 
15,566,649

Thomas H. McAuley
 
68,739,561

 
2,152,464

 
159,875

 
15,566,649

Thomas R. McWilliams
 
69,634,747

 
1,268,970

 
148,183

 
15,566,649

Joel D. Simmons
 
63,839,913

 
7,066,348

 
145,639

 
15,566,649

Mark E. Zalatoris
 
69,205,346

 
1,681,904

 
164,650

 
15,566,649

In addition to electing directors, the stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.  Stockholders cast 84,026,122 votes for ratifying the appointment and 2,341,167 votes against ratifying the appointment.   Stockholders abstained from casting 251,260 votes on the ratification of the appointment of KPMG LLP, and there were no broker non-votes.
The stockholders approved Proposal 3 to approve the 2014 Equity Award Plan as described in the Proxy Statement. Stockholders cast 60,896,545 votes approving Proposal 3 and 9,749,982 against approving Proposal 3. There were 405,373 abstentions and 15,566,649 broker non-votes on this proposal.
Stockholders also voted in favor of a non-binding advisory resolution approving our executive compensation.  Stockholders cast 62,272,397 votes in favor of the resolution and 8,359,607 against the resolution.  There were 419,896 abstentions and 15,566,649 broker non-votes on this proposal.






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.
 
 
 
INLAND REAL ESTATE CORPORATION
 
 
 
Date:   June 23, 2014
By:
/s/ Mark E. Zalatoris
 
Name:
Mark E. Zalatoris
 
Title:
President and Chief Executive Officer