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 10, 2018 (May 8, 2018)

 

 

CIT GROUP INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-31369		65-1051192
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11 W. 42nd Street, New York, New York 10036

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 461-5200

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))

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.  ☐

 

 

 

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Section 5 – Corporate Governance and Management

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 8, 2018, CIT Group Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) at the Company’s offices in Livingston, New Jersey. A total of 129,106,812 shares of the Company’s common stock were entitled to vote as of March 15, 2018, the record date for the Annual Meeting. There were 117,262,426 shares present in person or by proxy, which constituted approximately 90.8% of the total votes entitled to be cast, at the Annual Meeting, at which the stockholders were asked to vote on three proposals. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal.

Proposal 1. Election of Directors

With respect to the election of the following nominees as directors of the Company to hold office for a term of one year, or until the next annual meeting of stockholders:

 

		Shares Voted
		For				Against				Abstain				Broker Non-Votes
Ellen R. Alemany			109,243,508				3,787,177				113,141				4,118,600
Michael L. Brosnan			112,816,042				248,864				78,920				4,118,600
Michael A. Carpenter			111,468,019				1,596,029				79,778				4,118,600
Dorene C. Dominguez			112,775,748				258,522				109,556				4,118,600
Alan Frank			112,810,803				253,603				79,420				4,118,600
William M. Freeman			110,170,150				2,875,233				98,443				4,118,600
R. Brad Oates			111,331,549				1,732,423				79,854				4,118,600
Gerald Rosenfeld			112,809,111				255,743				78,972				4,118,600
Vice Admiral John R. Ryan, USN (Ret.)			110,404,745				2,660,082				78,999				4,118,600
Sheila A. Stamps			112,812,963				252,301				78,562				4,118,600
Khanh T. Tran			112,807,833				255,780				80,213				4,118,600
Laura S. Unger			112,814,076				251,078				78,672				4,118,600

Based on the votes set forth above, each of the nominees set forth above were duly elected to serve as directors of the Company for a one year term, or until their respective successors have been duly elected and qualified at the next annual meeting of stockholders of the Company.

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Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm

The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm and external auditors for the year ending December 31, 2018 received the following votes:

 

For		Against		Abstain
116,619,695		617,952		24,779

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm and external auditors to serve for the year ending December 31, 2018 was duly ratified by the stockholders.

Proposal 3. Advisory Vote on the Compensation of the Company’s Executive Officers

The advisory (non-binding) vote on the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, received the following votes:

 

For		Against		Abstain		Broker  Non-Votes
101,161,248		11,853,438		129,140		4,118,600

Based on the votes set forth above, the compensation of the Company’s named executive officers, as set forth in the Company’s proxy statement for the Annual Meeting, was approved in an advisory vote by the stockholders.

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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.

 

Dated: May 10, 2018