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) |
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)) |
(a) | On June 4, 2014 CST Brands, Inc. (the “Company” or “CST”) held its Annual Meeting of Stockholders. |
(b) | 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 I directors by Holders of common stock for a term of three years: | ||||||||||||
Roger G. Burton | 64,152,231 | 113,546 | 36,377 | 5,359,136 | ||||||||
Stephen A. Smith | 64,164,953 | 101,502 | 35,699 | 5,359,136 | ||||||||
(2) Ratification of the selection of KPMG LLP as CST’s independent registered public accounting firm for fiscal year ending December 31, 2014. | 69,542,896 | 76,435 | 41,959 | n/a | ||||||||
(3) Approval of the Company’s Amended and Restated 2013 Omnibus Stock and Incentive Plan. | 61,085,066 | 3,165,260 | 54,828 | 5,359,136 | ||||||||
(4) Approval, by advisory vote, a resolution on executive compensation. | 61,635,356 | 1,190,458 | 1,476,340 | 5,359,136 | ||||||||
One Year | Two Years | Three Years | Abstain | |||||||||
(5) Recommend, by advisory vote, the frequency of future advisory votes on executive compensation. | 56,210,457 | 88,599 | 6,506,692 | 1,496,406 |
CST BRANDS, INC. | |||
/s/ Tammy V. Floyd | |||
By: | Tammy V. Floyd | ||
Title: | Vice President, Controller and Acting Corporate Secretary | ||