departureofdirector.htm
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
March 13,
2008
Date of
Report
(Date of
earliest
event
reported)
CONSOLIDATED-TOMOKA LAND
CO.
(exact
name of registrant as specified in its charter)
FLORIDA
0-5556
59-0483700
(State
or other jurisdiction
(Commission
(IRS Employer
of
incorporation)
File Number) Identification
of
incorporation)
1530
Cornerstone Boulevard, Suite 100
Daytona
Beach, Florida 32117
(Address
of principal executive offices) (Zip Code)
(386)274-2202
(Registrant's
telephone number, including area code)
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))
FORM 8-K,
March 13, 2008
CONSOLIDATED-TOMOKA
LAND CO.
COMMISSION
FILE NO. 0-5556
EMPLOYER
ID NO. 59-0483700
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointmnet of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March
13, 2008 the Board of Directors (“the Board”) of Consolidated-Tomoka Land Co.
(the "Company") was notified in a letter from James E. Jordan dated March 12, of
his decision to resign from the Board of Directors of the Company effective
immediately. Mr. Jordan, who was recommended as a director by David
Winters of Wintergreen Advisors, the Company’s largest shareholder, was a member
of the Corporate Governance Committee and Compensation Committee. Mr.
Jordan has been a director since April 2007.
Mr.
Jordan's letter, which is attached hereto as an exhibit and incorporated herein
by reference, indicated that he was resigning from the Board due to
disagreements with policy decisions recently made by the Board,
including:
The
Board’s decision to not adopt a policy to separate the positions of Chairman of
the Board and Chief Executive Officer;
The
Board’s decision to not consider candidates to the Board proposed by the
Company’s largest shareholder to fill a Board vacancy;
The
Board’s decision to continue to pay dividends;
The
Board’s decision to not adopt a stock buyback plan; and
The Board's decision to not develop alternative business
strategies.
Several of the foregoing items
were addressed in a letter from the Company to David Winters of Wintergreen
Advisors that was disclosed in a press release issued by the Company on March
11, 2008 (this press release may be accessed at
http://ctlc.com/newsite/news_3_11_08.html).
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
17.1 Letter of Resignation
to the Board of Directors of Consolidated-Tomoka Land Co. from James E.
Jordan, dated March 12, 2008.
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.
CONSOLIDATED-TOMOKA
LAND CO.
Date:
March 17, 2008 By:/S/William H.
McMunn
William H.
McMunn
President and Chief
Executive Officer