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): January 7, 2013
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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001-11350
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 7, 2013, Linda Loomis Shelley notified Consolidated-Tomoka Land Co. (the “Company”) of her intention not to stand for re-election to the Board of Directors when her current term expires at the Company’s 2013 annual meeting of shareholders. Ms. Shelley is a member of both the governance committee and the compensation committee of the Board of Directors. The decision not to stand for re-election did not relate to any disagreement with the Company. Ms. Shelley will remain a member of the Company’s Board of Directors until the Company’s 2013 annual meeting of shareholders.
A copy of the press release with this announcement is attached to this Form 8-K as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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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.
Date: January 11, 2012
Consolidated-Tomoka Land Co.
By: /s/John P. Albright
John P. Albright, President and
Chief Executive Officer
Press
Release
Contact: Mark E. Patten, Sr. Vice President and CFO
mpatten@ctlc.com
Phone: (386) 944-5643
Facsimile: (386) 274-1223
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FOR
IMMEDIATE
RELEASE
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CONSOLIDATED-TOMOKA LAND CO.
ANNOUNCES REDUCTION OF BOARD OF DIRECTORS
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January 11, 2013 -.DAYTONA BEACH, FLORIDA - Consolidated-Tomoka Land Co. (NYSE MKT: CTO) announced today that Linda Loomis Shelley stated her intentions not to stand for reelection to the Board of Directors at the end of her term at the annual meeting of shareholders to be held in April 2013. Jeffry B. Fuqua, Chairman of the Board, stated, “Ms. Shelley has provided valuable leadership and has made significant contributions to the Company during her tenure as a Director.” Mr. Fuqua also noted that “Early in 2012 the Board determined that it intends to reduce the size of the Board to seven by 2014 to bring the Company’s Board size to a more appropriate level. With Ms. Shelley’s decision not to stand for re-election, the number of directors will be reduced to eight following the upcoming annual meeting. This will greatly assist the Board in moving forward to achieve its goal of seven Board seats by 2014. The Board and the staff of the Company wish Ms. Shelley the very best.”
About Consolidated-Tomoka Land Co.
Consolidated-Tomoka Land Co. is a Florida-based publicly traded real estate company, which owns over 11,000 acres in the Daytona Beach area and a portfolio of income properties in diversified markets in the United States. Visit our website at www.ctlc.com.
"SAFE HARBOR"
Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. Forward-looking statements are made based upon management’s expectations and beliefs concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.