8-K Filed 07/01/15 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 30, 2015
 
(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 30, 2015, 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 and 3 as described in the Company's Notice of Annual Meeting of Stockholders and Proxy Statement filed with the Securities and Exchange Commission on April 30, 2015. As of the record date on April 29, 2015, a total of 100,437,033 shares of the Company's common stock were outstanding and entitled to vote. A total of 90,729,241 shares of the Company's common stock were present in person or by proxy at the annual meeting, representing approximately 90.33% of the outstanding shares of the Company's common stock entitled to vote. 
The stockholders elected the nine nominees named below to serve as directors until the next annual meeting of stockholders.  The final results of the election of directors were as follows:
Name
 
Votes For
 
Votes Against
 
Abstentions
 
Broker
Non-Votes
 
 
 

 
 

 
 

 
 

Thomas P. D'Arcy
 
75,547,097

 
2,479,800

 
250,838

 
12,451,506

Daniel L. Goodwin
 
76,815,302

 
1,388,508

 
73,925

 
12,451,506

Joel G. Herter
 
76,402,049

 
1,796,272

 
79,414

 
12,451,506

Heidi N. Lawton
 
76,221,542

 
1,857,842

 
198,351

 
12,451,506

Thomas H. McAuley
 
76,658,926

 
1,361,036

 
257,773

 
12,451,506

Thomas R. McWilliams
 
67,939,944

 
10,253,185

 
84,606

 
12,451,506

Meredith W. Mendes
 
76,889,561

 
1,299,347

 
88,827

 
12,451,506

Joel D. Simmons
 
70,225,819

 
7,974,029

 
77,887

 
12,451,506

Mark E. Zalatoris
 
77,358,687

 
845,730

 
73,318

 
12,451,506

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, 2015.  Stockholders cast 87,944,514 votes for ratifying the appointment and 2,699,711 votes against ratifying the appointment.   Stockholders abstained from casting 85,016 votes on the ratification of the appointment of KPMG LLP, and there were no broker non-votes.
Stockholders also voted in favor of a non-binding advisory resolution approving the Company's compensation of its named executive officers.  Stockholders cast 76,959,522 votes in favor of the resolution and 1,057,258 against the resolution.  There were 260,955 abstentions and 12,451,506 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:   July 1, 2015
By:
/s/ Mark E. Zalatoris
 
Name:
Mark E. Zalatoris
 
Title:
President and Chief Executive Officer