News Column

LORILLARD, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 16, 2014



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

On May 15, 2014, at the annual meeting of shareholders for 2014 (the "Annual Meeting") of Lorillard, Inc. ("Lorillard" or the "Company"), the Company's shareholders approved the 2008 Incentive Compensation Plan as Amended and Restated (the "Amended 2008 Plan"), which became effective on May 15, 2014. The Company's Board of Directors had previously approved and adopted the Amended 2008 Plan in February 2014, subject to the approval of shareholders at the Annual Meeting. A detailed description of the terms of the Amended 2008 Plan are included in the Company's Proxy Statement on Schedule 14A filed on April 4, 2014, under the heading "Proposal No. 3 - Approval of the 2008 Incentive Compensation Plan as Amended and Restated." The referenced description is qualified in its entirety by the full text of the Amended 2008 Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.



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

On May 15, 2014, the Company held its Annual Meeting in Greensboro, North Carolina (i) to elect seven directors to hold office until the annual meeting of shareholders for 2015 and until their successors are duly elected and qualified, (ii) to hold a non-binding, advisory vote on the Company's executive compensation, (iii) to approve the 2008 Incentive Compensation Plan as Amended and Restated, (iv) to ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014, (v) to consider a shareholder proposal on disclosure of lobbying policies and practices, and (vi) to consider a shareholder proposal on additional disclosure of the health risks of smoking. There were 332,606,505 shares of the Company's common stock, constituting in excess of 91% of the outstanding shares on the record date (March 24, 2014), represented in person or by proxy at the meeting. The results for each of the matters voted upon at the Annual Meeting are set forth below:



Proposal 1 - Election of Directors.

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes Dianne Neal Blixt 304,462,430 1,937,672 749,542 25,456,861 Andrew H. Card, Jr. 301,564,496 4,822,697 762,451 25,456,861 Virgis W. Colbert 285,298,126 20,987,660 863,858 25,456,861 David E.R. Dangoor 301,611,077 4,782,370 756,197 25,456,861 Murray S. Kessler 300,396,955 2,711,535 4,041,154 25,456,861 Jerry W. Levin 305,305,345 1,079,927 764,372 25,456,861 Richard W. Roedel 301,474,675 4,918,569 756,400 25,456,861



Each director nominee was duly elected for a one-year term expiring at the annual meeting of shareholders for 2015 or until his or her successor is elected and qualified. In addition, the terms of office for the following directors continued after the meeting: Robert C. Almon and Kit D. Dietz.

Proposal 2 - Advisory vote on the Company's executive compensation.

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 299,129,570 6,677,117 1,342,957 25,456,861



The proposal was approved on an advisory basis.

Proposal 3 - Approval of the 2008 Incentive Compensation Plan as Amended and Restated.

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 297,555,067 8,720,402 874,175 25,456,861 The proposal was approved.



--------------------------------------------------------------------------------

Proposal 4 - Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

Votes Cast For Votes Cast Against Abstentions 331,081,696 616,025 908,784



The selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm was ratified.

Proposal 5 - Shareholder proposal on disclosure of lobbying policies and practices.

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 125,516,248 108,438,972 73,194,424 25,456,861 The proposal was defeated.



Proposal 6 - Shareholder proposal on additional disclosure of the health risks of smoking.

Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 7,051,087 207,950,435 92,148,122 25,456,861 The proposal was defeated.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 10.1 2008 Incentive Compensation Plan as Amended and Restated May 15, 2014.



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters