SEC Filing Summary: CARE INVESTMENT TRUST INC.
Business Context and Reporting Period
This Form 8-K reports on the annual meeting of stockholders held on November 3, 2011. The filing was submitted on November 7, 2011. The registrant is Care Investment Trust Inc., incorporated in Maryland. Note: The input metadata referenced "TIPTREE INC.", but the filing text explicitly identifies the registrant as "CARE INVESTMENT TRUST INC."
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures. This report focuses exclusively on corporate governance and voting results.
Material Changes and Voting Results
The annual meeting saw high participation, with 9,981,389 shares present or represented by proxy, constituting more than 98.22% of shares outstanding as of the September 15, 2011 record date. Key outcomes include:
- Proposal 1 (Election of Directors): All seven nominees were elected with overwhelming support. Each received 9,469,896 votes for, with only 952 votes withheld and 510,541 broker non-votes. There were no votes cast against any director.
- Proposal 2 (Ratification of Auditors): KPMG LLP was ratified as the independent public accounting firm for the fiscal year ending December 31, 2011. Votes were 9,980,888 for, 1 against, and 500 abstentions.
- Proposal 3 (Executive Compensation): The advisory vote on executive compensation passed with 9,463,189 votes for, 7,658 against, and 1 abstention.
- Proposal 4 (Frequency of Compensation Vote): Stockholders voted to hold future advisory votes on executive compensation every three years. Votes were 9,418,903 for 3 years, 42,944 for 1 year, and 9,000 for 2 years.
Guidance, Outlook, and Management Commentary
Consistent with the stockholder recommendation on Proposal 4, the Board of Directors determined to hold future non-binding advisory votes on executive compensation every three years until the next required vote on frequency is conducted. No financial guidance or risk contingencies were disclosed in this filing.
Investor Verification Checklist
- Verify the registrant name is Care Investment Trust Inc., not Tiptree Inc.
- Confirm the high attendance rate (98.22%) at the November 3, 2011 annual meeting.
- Note the Board's decision to adopt a three-year cycle for executive compensation advisory votes.
- Review subsequent filings for financial performance data, as this 8-K contains no financial metrics.