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GRAMERCY PROPERTY TRUST INC. FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

July 1, 2014



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.



On June 26, 2014, the stockholders of Gramercy Property Trust Inc. (the "Company") approved Articles of Amendment to the Company's Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share, from 150,000,000 shares to 200,000,000 shares. The Articles of Amendment were filed with the Maryland State Department of Assessments and Taxation on June 27, 2014 and became effective on that date. The Articles of Amendment are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

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

The annual meeting of stockholders (the "Annual Meeting") of the Company was held on June 26, 2014, at which 57,889,942 shares of the Company's common stock were represented in person or by proxy representing approximately 81.06% of the issued and outstanding shares of the Company's common stock entitled to vote. At the Annual Meeting, the Company's stockholders (i) elected seven directors to serve until the Company's 2015 Annual Meeting and until their successors are duly elected and qualify; (ii) approved certain issuances of the Company's common stock upon exchange of its 3.75% exchangeable senior notes due 2019; (iii) approved an amendment to the Company's charter increasing the amount of common stock the Company is authorized to issue to 200,000,000 shares; (iv) ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014; and (v) approved, on an advisory basis, the compensation of the Company's named executive officers. The proposals are described in detail in the Company's 2014 Proxy Statement relating to the Annual Meeting.

The final results for the votes regarding each proposal are set forth below.

(i) The voting results with respect to the election of each director were as follows:

Name Votes For Votes Withheld Broker Non-Votes



Allan J. Baum 36,574,952 212,990 21,102,000 Gordon F. DuGan 36,589,103 198,839 21,102,000 Marc Holliday 36,215,292 572,650 21,102,000 Gregory F. Hughes 36,562,669 225,273 21,102,000 Jeffrey E. Kelter 36,575,975 211,967 21,102,000 Charles S. Laven 36,543,727 244,215 21,102,000 William H. Lenehan 36,554,408 233,534 21,102,000

(ii) The voting results with respect to the approval of certain issuances of the Company's common stock upon exchange of its 3.75% exchangeable senior notes due 2019 were as follows:

Votes For Votes Against Abstain Broker Non-Votes 35,480,020 270,014 1,037,908 21,102,000



(iii) The voting results with respect to the approval of an amendment to the Company's charter increasing the amount of common stock the Company is authorized to issue to 200,000,000 shares were as follows:

Votes For Votes Against Abstain Broker Non-Votes 54,908,007 1,638,641 1,343,294 0



(iv) The voting results with respect to the ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 were as follows:

Votes For Votes Against Abstain Broker Non-Votes 57,529,520 259,419 101,003 0



(v) The voting results with respect to the approval, on an advisory basis, of the compensation of the Company's named executive officers were as follows:

Votes For Votes Against Abstain Broker Non-Votes 36,002,632 645,695 139,615 21,102,000



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No.



3.1 Articles of Amendment to the Articles of Incorporation of the

Company.


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Source: Edgar Glimpses


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