Five Star Quality Care 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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 15, 2012
FIVE STAR QUALITY CARE, INC.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
(Registrants Telephone Number, Including Area Code)
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))
At the annual meeting of stockholders of Five Star Quality Care, Inc., or the Company, held on May 15, 2012, the Companys stockholders, by plurality of shares voted, elected Donna D. Fraiche as the Independent Director in Group II of the Board of Directors for a three year term of office until the Companys 2015 annual meeting of stockholders and to serve until her successor shall have been elected and qualified. Ms. Fraiche received the following votes: For - 23,152,077; Withhold - 10,380,244; Broker Non-Votes - 10,653,897.
The Companys stockholders also elected, by plurality of shares voted, Gerard M. Martin as the Managing Director in Group II of the Board of Directors for a three year term of office until the Companys 2015 annual meeting of stockholders and to serve until his successor shall have been elected and qualified. Mr. Martin received the following votes: For - 20,312,941; Withhold - 13,219,380; Broker Non-Votes - 10,653,897.
The Companys stockholders approved a nonbinding advisory resolution on the compensation paid to the Companys executive officers as disclosed pursuant to Item 402 of Regulation S-K in the Companys proxy statement dated February 21, 2012, relating to the Companys 2012 annual meeting of stockholders. This proposal received the following votes:
The Companys stockholders ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2012. This proposal received the following votes:
The results reported above are final voting results.
Item 8.01 Other Events.
Director Compensation; Share Grants
On May 15, 2012, the Company changed its director compensation arrangements. A summary of the Companys currently effective director compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
On May 15, 2012, the Company granted each of the Companys directors 7,500 shares of common stock, par value $0.01 per share, valued at $3.06, the closing price of the Companys common stock on the New York Stock Exchange on that day, consistent with the Companys director compensation arrangements.
Item 9.01 Financial Statements and Exhibits.
The Company hereby files the following exhibit:
10.1 Summary of Director Compensation.
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.