8-K 1 cst20158kannualmeetingofst.htm 8-K CST 2015 8K Annual Meeting of Stockholders 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 4, 2015

CST Brands, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
001-35743
 
46-1365950
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
One Valero Way, Building D, Suite 200
San Antonio, Texas
 
78249
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (210) 692-5000


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 4, 2015, CST Brands, Inc. (the “Company” or “CST”) held its Annual Meeting of Stockholders. The following table presents the final voting results for the items that were presented for stockholder approval.
 
 
For
 
Against
 
Abstain
 
Broker Non-Vote
(1) The election of class II director nominees for a term of three years:
 
 
 
 
 
 
 
 
Donna M. Boles
 
63,560,828

 
127,430

 
20,385

 
6,776,886

Kimberly S. Lubel
 
62,589,458

 
1,093,805

 
25,380

 
6,776,886

Michael H. Wargotz
 
63,297,150

 
388,682

 
22,811

 
6,776,886

(2) Ratification of the selection of KPMG LLP as CST’s independent registered public accounting firm for the fiscal year ending December 31, 2015.
 
70,260,666

 
173,542

 
51,321

 
N/A
(3) Approval, on an advisory, non-binding basis, of the compensation of our named executive officers.
 
62,345,267

 
1,276,432

 
86,944

 
6,776,886

Based on the voting as reported above, the three director nominees named above were elected as Directors of the Company for a term of three years. In addition, the Company’s stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 and approved, on an advisory, non-binding basis, the compensation of our named executive officers.





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
CST BRANDS, INC.
 
 
 
 
 
 
/s/ Gérard J. Sonnier
 
 
By:
Gérard J. Sonnier
 
 
Title:
Senior Vice President, General Counsel and Corporate Secretary
 
 
 
 
Dated: June 9, 2015