Shareholder Vote · Company Update

8-K 1 form8-k.htm 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): February 25, 2020 THE INTERGROUP CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-10324 13-3293645 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 12121 Wilshire Blvd, Suite 610, Los Angeles, CA 90025 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (310) 889-2500 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 Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock INTG Nasdaq Capital Market 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 5.07. Submission of Matters to a Vote of Security Holders. The Fiscal 2019 Annual Meeting of the Shareholders of The InterGroup Corporation (the “Company”) was held on February 25, 2020 at the Hilton San Francisco Financial District, 750 Kearny Street, San Francisco, California. At that meeting, Yvonne L. Murphy and William J. Nance were elected as Class B Directors, to serve three-year terms expiring at the Fiscal 2022 Annual Meeting of Shareholders. At the Annual Meeting, the shareholders also voted in favor of (1) the ratification of the Audit Committee’s selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020; (2) the approval of the amendments to the Company’s 2010 Omnibus Employee Incentive Plan (the “2010 Incentive Plan”); and (3) the approval of the compensation of executive officers, on a nonbinding advisory basis. The final tabulation of the votes follows: Proposal (1) – Election of Class B Directors: Nominee For Withheld Broker Non-Votes Yvonne L. Murphy 1,732,326 6,806 218,513 William J. Nance 1,729,450 9,682 218,513 Proposal (2) – Ratification of the Appointment of Moss Adams LLP as The Company’s Independent Registered Public Accounting Firm for the fiscal year ending June 30, 2020: Votes For Against Abstain Broker Non-Votes 1,952,480 936 4,229 - Proposal (3) – Amendment of Section 1.3 of the 2010 Incentive Plan to extend the term from ten (10) years to sixteen (16) years, and Section 6.4 of the 2010 Incentive Plan to change “tenth (10th) anniversary date” to “twentieth (20th) anniversary date”: Votes For Against Abstain Broker Non-Votes 1,605,714 130,071 3,347 218,513 Proposal (4) – Approval of the compensation of executive officers, on a nonbinding advisory basis. Votes For Against Abstain Broker Non-Votes 1,726,681 7,661 4,790 218,513 Item 8.01. Other Matters On February 25, 2020, the Company’s Board of Directors eliminated the Securities Investment Committee, the Real Estate Investment Committee, the Strategic Options Committee, the Stock Option Administration Committee, and elected the following directors to the following Board committees: Compensation Committee Audit and Finance Committee William J. Nance, Chair William J. Nance, Chair John C. Love John C. Love Yvonne L. Murphy Jerold R. Babin Nominating Committee Executive Strategic Real Estate and Securities Investment Committee (previously the Executive Committee) Yvonne L. Murphy, Chair John V. Winfield, Chair John C. Love William J. Nance Yvonne L. Murphy David Gonzalez, Advisor - 2 - 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. THE INTERGROUP CORPORATION Dated: March 2, 2020 By: /s/ Danfeng Xu Treasurer and Controller - 3 -