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PHILLIPS EDISON - ARC SHOPPING CENTER REIT INC. FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

July 15, 2014



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

On July 9, 2014, Phillips Edison - ARC Shopping Center REIT Inc. (the "Company") held its annual meeting of stockholders at 222 S. Main Street, Suite 1730, Salt Lake City, Utah 84101. The matters submitted to the stockholders for a vote were (i) the election of five directors to hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, and (ii) three proposals to amend the Company's charter. The Company did not hold a vote on the last proposal presented in its proxy materials as it was not necessary to adjourn the annual meeting to solicit additional proxies in favor of the proposals to amend the Company's charter.

The nominees submitted for election as directors were Jeffrey S. Edison, William M. Kahane, Leslie T. Chao, Paul J. Massey, Jr., and Stephen R. Quazzo. The number of votes cast for and the number of votes withheld for each of the director nominees were as follows:

Name Votes For Votes Withheld Jeffrey S. Edison 97,595,154 3,103,967 William M. Kahane 97,532,933 3,166,188 Leslie T. Chao 97,564,215 3,134,906 Paul J. Massey, Jr. 97,623,085 3,076,036 Stephen R. Quazzo 97,592,868 3,106,253



All of the nominees were elected to serve as directors until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

The following are the voting results with respect to the three proposals to amend the Company's charter (the proposals below are described in detail in the proxy statement related to the annual meeting of stockholders):

Proposal For Against Abstain Approve an amendment of the Company's charter to eliminate certain provisions that had previously been required by state securities administrators in connection with the Company's initial public offering or that relate to such required provisions 92,995,490 2,445,785 5,257,846 Approve an amendment of the Company's charter to add language to specify that the charter provision regarding the requirements of tender offers will only apply until the Company lists its shares on a national securities exchange 93,945,023 1,792,817 4,961,281



Approve an amendment of the Company's charter to add a provision that enables the Company to declare and pay a dividend of one class of its stock to the holders of shares of another class of stock 91,713,271 3,662,039 5,323,811

The three proposals to amend the Company's charter were approved and the Fourth Articles of Amendment and Restatement were filed in Maryland and became effective on July 15, 2014.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 3.1 Fourth Articles of Amendment and Restatement


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Source: Edgar Glimpses


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