vgr-20230726

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): July 26, 2023


VECTOR GROUP LTD.

(Exact Name of Registrant as Specified in Its Charter)


Delaware
(State or Other Jurisdiction of Incorporation)

1-5759

65-0949535

(Commission File Number)

(I.R.S. Employer Identification No.)

4400 Biscayne Boulevard

Miami

Florida

33137

(Address of Principal Executive Offices)

(Zip Code)

(305) 579-8000

(Registrant’s 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 (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))

Securities Registered Pursuant to 12(b) of the Act:


Title of each class:	Trading	Name of each exchange
	Symbol(s)	on which registered:
Common stock, par value $0.10 per share	VGR	New York Stock Exchange

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. ☐

Item 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2023, at the annual meeting of stockholders (the “Annual Meeting”) of Vector Group Ltd. (the “Company”), the stockholders approved the Vector Group Ltd. 2023 Management Incentive Plan (the “MIP”), which was previously adopted by the Company’s board of directors subject to stockholder approval. A description of the terms and conditions of the MIP is included in the Company’s definitive proxy statement for the Annual Meeting (the “Definitive Proxy Statement”), filed with the U.S. Securities and Exchange Commission on June 16, 2023, which description is incorporated herein by reference.

The MIP replaces the Company's Amended and Restated 2014 Management Incentive Plan (the “2014 MIP”) as of July 26, 2023 and as of such date, no further grants will be made under the 2014 MIP.

The foregoing description of the MIP is qualified in its entirety by reference to the full text of the MIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

On July 26, 2023, the Company held the Annual Metting, where stockholders considered and voted upon the following proposals:

Proposal 1: Election of Directors.

Each of the directors nominated received the following votes:


Nominee	For	Against	Abstain	Broker Non-Votes (1)

Bennett S. LeBow	115,668,538	3,387,133	232,007	19,749,360
Howard M. Lorber	115,689,990	3,355,480	242,208	19,749,360
Richard J. Lampen	114,649,576	4,391,304	246,798	19,749,360
Henry C. Beinstein	106,830,563	12,224,832	232,283	19,749,360
Ronald J. Bernstein	116,272,949	2,782,310	232,419	19,749,360
Paul V. Carlucci	117,702,571	1,341,200	243,907	19,749,360
Jean E. Sharpe	101,899,782	17,162,277	225,619	19,749,360
Barry Watkins	93,085,682	25,963,845	238,151	19,749,360
Wilson L. White	117,095,750	1,818,558	373,370	19,749,360