8-K 1 a16-23663_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 20, 2016

 

NorthStar Asset Management Group Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)

 

001-36301
(Commission File
Number)

 

46-4591526
(I.R.S. Employer
Identification No.)

 

399 Park Avenue, 18th Floor, New York, NY

 

10022

(Address of principal executive offices)

 

(Zip Code)

 

(212) 547-2600
(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 (see General Instruction A.2. below):

 

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 December 20, 2016, NorthStar Asset Management Group Inc. (“NSAM”), a Delaware corporation, held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals identified in the definitive proxy statement that it filed with the Securities and Exchange Commission on November 18, 2016.

 

As of the close of business on November 2, 2016, the record date for the Special Meeting, 188,944,901 shares of NSAM’s common stock, $0.01 par value per share, were issued and outstanding and entitled to vote at the Special Meeting. 154,265,081 shares of NSAM’s common stock were represented in person or by proxy at the Special Meeting and, therefore, a quorum was present. The number of votes cast for or against, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:

 

1. The NSAM merger proposal: Proposal to approve the merger of NSAM with and into Colony NorthStar, Inc. (“Colony NorthStar”), with Colony NorthStar surviving the merger, and to adopt the Agreement and Plans of Merger, dated as of June 2, 2016, among NSAM, NorthStar Realty Finance Corp. (“NRF”), Colony Capital, Inc. (“Colony”), Colony NorthStar, New Sirius Inc., NorthStar Realty Finance Limited Partnership, Sirius Merger Sub-T, LLC and New Sirius Merger Sub, LLC (as amended from time to time, the “merger agreement”), pursuant to which NSAM, Colony and NRF through a series of transactions will merge with and into Colony NorthStar (the “Mergers”). The proposal to approve the Mergers and the merger agreement was approved by the following vote.

 

Shares For

 

Shares Against

 

Shares Abstaining

 

Broker Non-Votes

 

142,756,478

 

11,170,215

 

338,388

 

-0-

 

 

2. The NSAM charter proposal: Proposal to approve a provision in the Colony NorthStar charter containing certain Colony NorthStar stock ownership and transfer restrictions, including a prohibition on any person actually or constructively owning more than 9.8% in value of the aggregate of the outstanding shares of Colony NorthStar’s capital stock, or 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of Colony NorthStar class A common stock, class B common stock and performance common stock, unless the Colony NorthStar board exempts the person from such ownership limitations. The proposal to approve this charter provision was approved by the following vote.

 

Shares For

 

Shares Against

 

Shares Abstaining

 

Broker Non-Votes

 

150,001,202

 

3,870,319

 

393,560

 

-0-

 

 

3. The NSAM compensation proposal: Proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the NSAM named executive officers in connection with the Mergers. The proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the NSAM named executive officers in connection with the Mergers was approved by the following vote.

 

Shares For

 

Shares Against

 

Shares Abstaining

 

Broker Non-Votes

 

85,156,832

 

68,421,998

 

686,251

 

-0-

 

 

4. The NSAM adjournment proposal: Proposal to adjourn the Special Meeting, if necessary or appropriate, as determined by NSAM, to solicit additional proxies in favor of Proposal 1, Proposal 2 and Proposal 3. The proposal to approve the adjournment of the Special Meeting was approved by the following vote.

 

Shares For

 

Shares Against

 

Shares Abstaining

 

Broker Non-Votes

 

116,571,923

 

37,360,129

 

333,029

 

-0-

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

NorthStar Asset Management Group Inc.
(Registrant)

 

 

 

 

 

 

Date: December 23, 2016

By:

/s/ RONALD J. LIEBERMAN

 

 

 

 

 

Ronald J. Lieberman

 

 

 

 

 

Executive Vice President, General Counsel and Secretary

 

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