Business Context and Reporting Period
This Form 8-K is a current report filed by Consolidated-Tomoka Land Co. (not CTO Realty Growth, Inc.) on February 1, 2011, regarding events that occurred on January 26, 2011. The filing addresses changes to the Company's Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
- Director Resignation: Allen C. Harper resigned from the Board of Directors effective January 26, 2011. He served as Chairman of the Compensation Committee and a member of the Governance Committee since 2009. The resignation was not due to any disagreement with the Company.
- Director Appointment: Howard C. Serkin was appointed to fill the unexpired term of Mr. Harper as a Class III director. The Board determined Mr. Serkin qualifies as independent under NYSE Amex standards.
Outlook and Management Commentary
Mr. Serkin is scheduled to stand for election in Class II at the annual meeting of shareholders on April 27, 2011. His compensation will be consistent with other non-employee directors as described in the proxy statement filed on March 30, 2010. No transactions requiring disclosure under Item 404(a) of Regulation S-K exist regarding Mr. Serkin, and no arrangements influenced his election.
Key Facts for Investor Verification
- Verify the independence status of the newly appointed director, Howard C. Serkin.
- Confirm the composition of the Board following the resignation of Allen C. Harper.
- Review the definitive proxy statement filed on March 30, 2010, for details on director compensation.
- Note that the filing date (February 1, 2011) differs from the event date (January 26, 2011).