UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 23, 2008
Consolidated-Tomoka
Land Co.
(Exact
name of registrant as specified in its charter)
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Florida
(State
or other jurisdiction of incorporation)
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0-5556
(Commission
File Number)
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59-0483700
(IRS
Employer Identification No.)
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1530
Cornerstone Boulevard, Suite 100
Daytona
Beach, Florida
(Address
of principal executive offices)
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32117
(Zip
Code)
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Registrant’s
telephone number, including area code: (386)
274-2202
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Not
Applicable
(Former
name or former address, if changed since last report.)
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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:
[ ]
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))
Item
8.01. Other Events.
On April
23, 2008, Consolidated-Tomoka Land Co. (the “Company”) issued a press release
announcing the results of the Company’s 2008 Annual Meeting of Shareholders (the
“Annual Meeting”), held Wednesday, April 23, 2008. On February 29,
2008, the record date for the Annual Meeting, there were 5,725,806 shares of the
Company’s common stock outstanding, and 5,040,881 shares were represented in
person or by proxy at the Annual Meeting (constituting 88% of the outstanding
shares). The following votes were received for each of the three
nominees for Class II directors, each of whom was elected to a three-year
term:
Director
Nominee
For
Withheld
William
H.
Davison 3,454,151 1,586,730
William
H.
McMunn 3,456,112 1,584,769
William
L.
Olivari 3,453,846 1,587,035
The terms
of directors John C. Adams, Jr., Gerald L. DeGood, James E. Gardner, John C.
Myers and William J. Voges continued after the meeting.
The board
of directors of the Company (the “Board”) also announced the election, at the
meeting of the Board immediately following the Annual Meeting, of William H.
McMunn, the Company’s President and Chief Executive Officer, as Chairman of the
Board of the Company, and the election of the other officers of the
Company. A copy of the Company’s press release is attached hereto as
Exhibit 99.1.
At the
Board meeting following the Annual Meeting, upon the recommendation of the
Governance Committee of the Company’s Board, the Board also adopted amendments
to the charter of the Governance Committee of the Company. These
amendments update the specific qualities or skills that the Governance Committee
believes should be held by any director nominee. A copy of the
Company’s amended Governance Committee Charter is attached hereto as Exhibit
99.2.
In
addition, upon the recommendation of the Compensation and Stock Option Committee
of the Company, at the meeting of the Board following the Annual Meeting, the
Board granted stock options to the named executive officers from the Proxy
Statement in connection with the Annual Meeting as follows:
Options Exercise
or Base Price
Officer Granted of Option
Awards ($/Sh)
William
H.
McMunn
20,000 $55.25
Bruce W.
Teeters 8,000 $55.25
Robert F.
Apgar
5,000 $55.25
These
stock option grants were awarded for fiscal year 2007
performance. Tandem SARs were granted with each stock option
award. The Compensation and Stock Option Committee intends to use the
results of the Towers Perrin executive compensation study in evaluating and
establishing executive compensation in 2008.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: April
25, 2007
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Consolidated-Tomoka
Land Co.
By: /s/William H.
McMunn
William H. McMunn, President and Chief
Executive
Officer
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PRESS
RELEASE
Consolidated-Tomoka
Land Co. · P.O. Box 10809 · Daytona Beach, FL 32120-0809 ·
386-274-2202 · 386-274-1223
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Date:
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April
23, 2008
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Contact:
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Bruce
W. Teeters, Sr. Vice President
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Phone:
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386-274-2202
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Fax:
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386-274-1223
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CONSOLIDATED-TOMOKA
LAND CO. HOLDS ANNUAL MEETING
Daytona
Beach, Florida - The
Annual Meeting of Shareholders of Consolidated-Tomoka Land Co. (AMEX: CTO) was
held today at the LPGA International Clubhouse in Daytona Beach,
Florida. William H. Davison, William H. McMunn, and William L.
Olivari were elected as Class II Directors. Mr. Davison and Mr.
McMunn were incumbent Directors and Mr. Olivari was elected to fill the vacancy
created by the resignation of James E. Jordan.
At the
Directors’ meeting following the shareholders’ session, William
H. McMunn was elected Chairman of the Board, replacing Bob D. Allen who retired
at the end of the annual shareholders meeting. In other action, Bill McMunn, was
elected President and Chief Executive Officer; Bruce W. Teeters, Senior Vice
President-Finance and Treasurer; Robert F. Apgar, Senior Vice President-General
Counsel and Assistant Corporate Secretary; Linda Crisp, Vice President and
Corporate Secretary; and Gary Moothart, Vice President and
Controller.
Consolidated-Tomoka Land Co. is a Florida-based Company
primarily engaged in converting Company owned agricultural lands into a
portfolio of income properties strategically located throughout the Southeast,
and development, management, and sale of targeted real estate
properties. Visit our website at www.ctlc.com
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Role
and Purpose
The
purpose of the governance committee (the "Committee") of the board of directors
of Consolidated-Tomoka Land Co. (the "Company") is to recommend to
the board of directors (1) individuals qualified to become members of the board
of directors (based on criteria approved by the Committee) and the director
nominees for the next annual meeting of the shareholders of the Company or at
any such time that there is a vacancy on the board, and (2) recommend to the
Board the corporate governance guidelines appropriate for the
Company.
Composition
The
Committee shall consist of at least three directors, each of whom shall satisfy
the independence requirements of the American Stock Exchange. Members
of the Committee shall be elected annually by the full board and each member
shall hold office until the earlier of (1) the election of that member’s
successor, (2) the end of that member’s service as a director of the Company
(whether through resignation, removal, expiration of term, or death), or (3)
that member’s resignation from the Committee. The chairperson of the
Committee may be selected by the board of directors or, if it does not do so,
the Committee members may elect a chairperson by vote of a majority of the full
Committee. The Committee may form and delegate authority to subcommittees when
appropriate.
Director
Nominee Criteria
Individuals
should meet the following specific minimum qualifications to be considered for
board membership:
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Independence - A
majority of the directors should be independent, as defined from time to
time by the American Stock Exchange listing
standards.
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Integrity and
Accountability - Directors must demonstrate high ethical standards
and integrity and be accountable for their board decisions and
actions.
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Judgment - Directors
should be able to provide thoughtful counsel on a broad range of
issues.
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Financial Literacy -
All directors should have financial literacy sufficient to monitor the
Company’s financial performance.
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Openness – Directors
should be willing to listen and be open to the consideration of other
opinions, as well as the ability to communicate their own
ideas.
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Performance Standards -
Directors should be committed to Company achievement of exceptional
performance standards to benefit customers, shareholders, employees, and
its communities.
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Time Commitment -
Directors must have the willingness and ability to commit sufficient time
and attention to the activities of the
Company.
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In
addition to the specific minimum qualifications listed above, the Committee will
consider a range of desirable core competencies as beneficial to the
board. The board as a whole should possess the following specific
qualities or skills:
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Accounting and Finance
- The board should include directors with expertise in management or
oversight of financial accounting and
control.
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Business Judgment -
Directors should have a record of making sound business
decisions.
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Management Knowledge -
Directors should be cognizant of current general management trends and
“best practices.”
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·
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Industry Knowledge
- It is desirable for directors to have relevant
knowledge and
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experience
specific in one or more of the following real estate areas: land planning, land
use entitlements, sales, leasing, management, or development of real
estate in Florida or other directly related areas, including construction, real
estate law, real estate finance, or real estate accounting.
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Leadership - The board
should include directors who can and will motivate and require
high-performance by management.
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Strategy and Vision -
Directors should be capable of questioning, approving, and monitoring the
Company’s strategic plans, providing insight and directional
focus.
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Local Knowledge – It is
desirable that a majority of directors live or work in Florida, and have
developed both local and state business, political, and governmental
contacts that would be beneficial to the
Company.
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Public Company
Experience – It is desirable for some of the directors to have
served on
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the board of other public companies or
advisory board to public companies.
Duties
and Responsibilities
The
Committee's duties and responsibilities shall be to:
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Review
and update, from time to time, the criteria set forth in this charter for
the board of directors and its
members.
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Review
and report on possible candidates for membership on the board of directors
consistent with the Committee’s criteria for selecting new directors and
establish a process for identifying and evaluating such
nominees.
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Establish
a policy as to whether the Committee will consider recommendations of
director nominees by shareholders and, if it will consider such
recommendations, establish procedures for shareholders to submit
recommendations.
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Annually
recommend a slate of nominees to the board of directors with respect to
nominations for the board at the annual meeting of
shareholders.
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Review
compliance, including conflicts of interest and code of ethics, and
recommend changes as necessary.
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Report
to the board of directors, by means of written or oral reports, submission
of minutes of Committee meetings or otherwise, from time to time or
whenever it shall be called upon to do
so.
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Review
this charter annually for possible
revision.
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Process
for Selecting Directors
The
Committee will evaluate all director candidates brought to its attention by all
sources in accordance with the minimum and specific criteria described in the
charter.
Resources
The
Committee shall have the authority to obtain advice and seek assistance from
outside legal, accounting or other advisors, including search firms, as it
determines necessary to carry out its duties. The Committee shall
have sole authority to retain and terminate any search firm to be used to
identify director candidates and to retain and terminate any compensation
consultant used to assist establishing director compensation, including sole
authority to approve such each search firm’s fees and other retention
terms.
Interpretations
and Determinations
The
Committee shall have the power and authority to interpret this Charter and make
any determinations as to whether any act taken has been taken in compliance with
the terms hereof.
Dated:
February 13, 2004
Amended:
April 23, 2008
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