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8-KThe WireRoutine

Shareholder Vote

Filed May 15, 2019 · 7y ago · Accession 0000060086-19-000009

Plain English

Material event — a significant development the company must disclose promptly.

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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 14, 2019 LOEWS CORPORATION (Exact name of registrant as specified in its charter)     Delaware     1-6541     13‑2646102 (State or other jurisdiction     (Commission     (I.R.S. Employer of incorporation)     File Number)     Identification No.) 667 Madison Avenue, New York, N.Y.     10065‑8087 (Address of principal executive offices)     (Zip Code) Registrant's telephone number, including area code:    (212) 521‑2000 NOT APPLICABLE (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 (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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, $0.01 par value L New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐     1     Item 5.07 Submission of Matters to a Vote of Security Holders .     Set forth below is information relating to the 2019 Annual Meeting of Shareholders of the Registrant (the "Annual Meeting"). The Annual Meeting was called to order at 11:00 A.M. on May 14, 2019. Represented at the meeting, in person or by proxy, were shares of common stock, par value $0.01 per share, of the Registrant representing 290,413,898 votes, approximately 94.8% of the votes represented by the issued and outstanding shares of common stock entitled to vote. The following business was transacted: Election of Directors Shares representing over 81.2% of the votes cast for directors were voted for the election of each of the following directors, each of whom was elected. The number of votes for, against and abstained, and all shares as to which brokers indicated that they did not have the authority to vote ("Broker Non-Votes") with respect to each director were as follows:       Votes For     Votes Against     Votes Abstained     Broker Non-Votes                             Ann E. Berman     271,028,596       6,292,100       134,997         12,958,205   Joseph L. Bower     257,183,242       20,133,659         138,792         12,958,205   Charles D. Davidson     275,140,966       2,188,173       126,554         12,958,205   Charles M. Diker     270,140,029       7,156,429       159,235         12,958,205   Paul J. Fribourg     251,830,088       25,499,249         126,356         12,958,205   Walter L. Harris     225,390,243       51,937,880         127,570         12,958,205   Philip A. Laskawy     266,866,074       10,457,665         131,954         12,958,205   Susan P. Peters     275,269,751       2,037,277       148,665         12,958,205   Andrew H. Tisch     259,977,363       17,389,961         88,369       12,958,205   James S. Tisch     265,557,105       11,808,135         90,453       12,958,205   Jonathan M. Tisch     262,323,480       15,032,627         99,586       12,958,205   Anthony Welters     272,646,413       4,679,904       129,376         12,958,205     Advisory Vote on Executive Compensation Approved – Shares representing 263,560,563 votes, approximately 95.1% of the votes cast, voted, in an advisory vote, to approve the compensation of executive officers of the Registrant named in its proxy statement dated April 3, 2019. Shares representing 13,619,485 votes, approximately 4.9%, of the votes cast, voted against, and shares representing 275,645 votes abstained. In addition, there were 12,958,205 Broker Non-Votes. Ratification of the Appointment of Independent Auditors Approved – Shares representing 285,083,287 votes, approximately 98.2% of the votes cast, voted to ratify the appointment of Deloitte & Touche LLP as independent auditors for the Registrant. Shares representing 5,215,139 votes, approximately 1.8%, of the votes cast, voted against, and shares representing 115,472 votes abstained. Shareholder Proposal Requesting Certain Disclosures Regarding Political Contributions Not approved – Shares representing 76,860,074 votes, approximately 27.8% of the votes cast, voted for the shareholder proposal requesting certain disclosures regarding political contributions. Shares representing 199,731,299 votes, approximately 72.2%, of the votes cast, voted against, and shares representing 864,320 votes abstained. In addition, there were 12,958,205 Broker Non-Votes.   2     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.     LOEWS CORPORATION     (Registrant)                         Dated:  May 15, 2019 By: /s/ Marc A. Alpert       Marc A. Alpert       Senior Vice President,     General Counsel and Secretary   3
Filing details
Company
LOEWS CORP
Ticker
L
CIK
60086
Form type
8-K
Filing date
May 15, 2019
Report date
May 14, 2019
Document
lc_body.htm
Size
60 KB