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):  May 23, 2016









Registrant’s telephone number, including area code: 954-940-4000





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):

[   ] 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))

 

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



The information relating to the Plan and the Plan Amendment (as each such term is defined below)  set forth under, or incorporated by reference into, Item 5.07 below is incorporated into this Item 5.02 by reference.



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



The 2016 Annual Meeting of Shareholders (the “Annual Meeting”) of BBX Capital Corporation (the “Company”) was held on May 23, 2016. The following proposals were submitted to a vote of the Company’s shareholders at the Annual Meeting: (i) the election of seven directors to the Company’s Board of Directors, each for a term expiring at the Company’s 2017 Annual Meeting of Shareholders; (ii) a non-binding advisory vote to approve the compensation of the Company’s “named executive officers” for 2015; and (iii) the approval of an amendment to the BBX Capital Corporation 2014 Stock Incentive Plan, as amended (the “Plan”), to increase the number of shares of the Company’s Class A Common Stock available for grant under the Plan from 1,000,000 shares to 2,000,000 shares (the “Plan Amendment”).  



At the Annual Meeting, the Company’s shareholders: (i) approved the election of each of the seven director nominees; (ii) approved, on a non-binding advisory basis, the compensation of the Company’s “named executive officers” for 2015; and (iii) approved the Plan Amendment.    A summary of the voting results, as certified by the Inspector of Election for the Annual Meeting, Georgeson Inc., is set forth below.



Proposal 1: Election of Directors





Proposal 2: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s “Named Executive Officers” for 2015











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Proposal 3:  Approval of the Plan Amendment













A description of the Plan Amendment and the material terms and conditions of the Plan, as amended by the Plan Amendment, is set forth on pages 22 through 27 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 25, 2016 (the “Proxy Statement”), is filed as Exhibit 99.1 hereto and is incorporated herein by reference.  In addition, the full text of the Plan, as amended by the Plan Amendment, is attached as Appendix A to the Proxy Statement, is filed as Exhibit 10.1 hereto and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.



(d) Exhibits



10.1BBX Capital Corporation 2014 Stock Incentive Plan, as amended (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 25, 2016)



99.1Description of the Plan Amendment and the BBX Capital Corporation 2014 Stock Incentive Plan, as amended (incorporated by reference to pages 22 through 27 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 25, 2016)



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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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EXHIBIT INDEX 





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