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INDUSTRIAL INCOME TRUST INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 26, 2014



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

Industrial Income Trust Inc. (the "Company") held its 2014 Annual Meeting of Stockholders on June 25, 2014 (the "Annual Meeting"). Of the 207,962,576 shares of common stock issued and outstanding as of the record date, 105,543,902 shares of common stock (approximately 51%) were present or represented by proxy at the Annual Meeting. At the Annual Meeting, the Company's stockholders (1) elected the five nominees listed below to serve as directors until the 2015 annual meeting of stockholders and until their respective successors are duly elected and qualify, and (2) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. The voting results are as follows:

1. Election of five directors to serve on the board of directors of the Company until the 2015 annual meeting of stockholders and until their respective successors are duly elected and qualify:

Director Nominee For Against Withheld Evan H. Zucker 58,078,860 495,388 3,218,592 Dwight L. Merriman III 57,998,283 543,344 3,251,213 Marshall M. Burton 58,160,965 471,201 3,160,674 Charles B. Duke 58,110,428 496,530 3,185,882 Stanley A. Moore 58,019,411 568,277 3,205,152



The Company received 43,751,062 broker non-votes for each of the five director nominees. Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a broker holding shares of the Company's common stock for a beneficial owner is present at the meeting, in person or by proxy, and entitled to vote, but does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. A broker non-vote is not an indication of how the beneficial owner would have voted; it simply means that the beneficial owner did not instruct the broker as to how to vote his or her shares.

2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014:

For Against Withheld 102,227,817 420,712 2,895,373



The Company did not receive any broker non-votes for this proposal because the brokers had discretionary voting power with respect to this proposal.

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Source: Edgar Glimpses


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