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CAMPUS CREST COMMUNITIES, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 21, 2014, at the 2014 Annual Meeting of Stockholders of Campus Crest Communities, Inc. (the "Company"), the stockholders approved an amendment to the Company's Amended and Restated Equity Incentive Compensation Plan (the "2010 Plan") to (i) increase the number of shares of common stock reserved for issuance under the 2010 Plan by 2,800,000 shares, (ii) remove the reduction ratio, pursuant to which the grant of each stock award under the 2010 Plan reduced the number of shares available for issuance by two, and (iii) make certain other changes to the 2010 Plan. A description of the 2010 Plan and the amendment is set forth in Proposal 4 contained in the Company's Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the "SEC") on March 12, 2014, as supplemented by the Company's Supplement to Proxy Statement filed with the SEC on March 27, 2014 (the "2014 Proxy Statement"). The full text of the Amended and Restated Equity Incentive Compensation Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.07 Submission of Matters to a vote of Security Holders. On April 21, 2014, the Company held its 2014 Annual Meeting of Stockholders at which (i) directors were elected, (ii) the appointment of KPMG LLP as independent registered public accounting firm for the Company was ratified, (iii) the compensation paid to the Company's named executive officers was approved in an advisory vote, and (iv) the material terms of, and an amendment to, the 2010 Plan was approved. The proposals are described in detail in the 2014 Proxy Statement. The final results for the voting with respect to each proposal are set forth below. Election of Directors The following six directors were duly elected to serve as directors of the Company until the 2015 Annual Meeting of Stockholders and until their successors are duly elected and qualified: Ted W. Rollins, Lauro Gonzalez-Moreno, Richard S. Kahlbaugh, James W. McCaughan, Denis McGlynn and Daniel L. Simmons. The table below sets forth the voting results for each director nominee: Nominee Votes For Votes Withheld Broker Non-Votes Ted W. Rollins 50,848,420 875,229 7,276,814 Lauro Gonzalez-Moreno 50,925,671 797,978 7,276,814 Richard S. Kahlbaugh 37,538,474 14,185,175 7,276,814 James W. McCaughan 50,919,832 803,817 7,276,814 Denis McGlynn 50,389,024 1,334,625 7,276,814 Daniel L. Simmons 50,913,090 810,559 7,276,814 Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year Ending December 31, 2014 The table below sets forth the voting results for this proposal: Votes For Votes Against Abstentions Broker Non-Votes 47,906,835 11,048,244 45,384 0 1 Approval (on an advisory, non-binding basis) on Executive Compensation The Company's stockholders approved (on an advisory, non-binding basis) the compensation of the Company's named executive officers as described in "Executive Officer Compensation - Compensation Discussion and Analysis" and "Executive Officer Compensation Tables" in the Company's 2014 Proxy Statement. The table below sets forth the voting results for this proposal: Votes For Votes Against Abstentions Broker Non-Votes 38,568,231 13,088,402 67,016 7,276,814 Approval of the material terms of the Company's Amended and Restated Equity Incentive Compensation Plan, and an amendment to the Company's Amended and Restated Equity Incentive Compensation Plan to increase the number of shares reserved for issuance thereunder, to remove the reduction ratio included therein and to make certain other changes. The table below sets forth the voting results for this proposal: Votes For Votes Against Abstentions Broker Non-Votes 38,171,074 13,489,489 63,086 7,276,814 Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Amended and Restated Equity Incentive Compensation Plan, as amended 2 |