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): May 25, 2011

VECTOR GROUP LTD.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

1-5759		65-0949535
(Commission File Number)		(I.R.S. Employer Identification No.)

100 S.E. Second Street, Miami, Florida		33131
(Address of Principal Executive Offices)		(Zip Code)

(305) 579-8000

(Not Applicable)

     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):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07.		Submission of Matters to a Vote of Security Holders

     On May 25, 2011, Vector Group Ltd. held its 2011 annual meeting of stockholders, where stockholders considered and voted upon the following proposals:

     By vote reflected below, each of the directors nominated was elected.

Nominee		For		Withheld		Broker Non-Votes
Bennett S. LeBow		37,589,701		15,034,259		16,568,121
Howard M. Lorber		37,479,972		15,143,988		16,568,121
Ronald J. Bernstein		37,791,763		14,832,197		16,568,121
Henry C. Beinstein		37,722,044		14,901,916		16,568,121
Robert J. Eide		37,818,914		14,805,046		16,568,121
Jeffrey S. Podell		37,530,088		15,093,872		16,568,121
Jean E. Sharpe		37,793,461		14,830,499		16,568,121

     By vote reflected below, the Incentive Compensation Plan was approved.

For		Against				Abstain				Broker Non-Votes
36,742,488		15,496,453				385,012				16,568,128

     By vote reflected below, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

For		Against				Abstain				Broker Non-Votes
32,981,453		4,893,606				14,748,897				16,568,125

     By vote reflected below, the Company’s stockholders recommended, on an advisory basis, that the Company conduct future advisory votes on the compensation of the Company’s named executive officers on an annual basis.

1 Year		2 Years				3 Years				Abstain				Broker Non-Votes
35,975,908		305,868				1,620,782				14,721,394				16,568,129

     After consideration of the recommendation of the Company’s stockholders, the Company’s Board of Directors has determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next advisory vote regarding frequency.

     By vote reflected below, the selection of the independent registered certified public accounting firm was ratified.

For		Against				Abstain
54,371,550		292,393				14,528,138

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 27, 2011