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):
July 22, 2010
TNP Strategic Retail Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 333-154975 | 90-0413866 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1900 Main Street, Suite 700
Irvine, California 92614
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (949) 833-8252
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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)) |
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On July 26, 2010, TNP Strategic Retail Trust, Inc. (the “Company”) entered into an Amended and Restated Advisory Agreement (the “Amended and Restated Advisory Agreement”), by and between TNP Strategic Retail Operating Partnership, LP, the Company’s operating partnership (“TNP OP”) and TNP Strategic Retail Advisor, LLC, the Company’s advisor (“TNP Advisor”). The Amended and Restated Advisory Agreement has an effective date of August 7, 2010. The Amended and Restated Advisory Agreement extends the term of the Company’s existing advisory agreement with TNP OP and TNP Advisor (the “Original Advisory Agreement”) for an additional one-year term ending on August 7, 2011. The other terms of the Original Advisory Agreement remain unchanged.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 22, 2010, the Company held its annual meeting of stockholders (the “Annual Meeting”). Holders of 567,105 shares of the Company’s common stock were present in person or represented by proxy at the Annual Meeting. The following are the voting results for each proposal presented to the Company’s stockholders at the Annual Meeting:
Proposal 1: Election of Directors
All of the director nominees were elected to serve until the next annual meeting of the Company’s stockholders and until their successors are elected and qualified. The voting results for each of the individuals nominated for election were as follows:
| Name |
Votes For | Votes Against | Votes Withheld | |||
| Anthony W. Thompson | 562,105 | 5,000 | — | |||
| Jack R. Maurer | 562,105 | 5,000 | — | |||
| Arthur M. Friedman | 562,105 | 5,000 | — | |||
| Jeffrey S. Rogers | 562,105 | 5,000 | — | |||
| Robert N. Ruth | 562,105 | 5,000 | — |
No broker non-votes were cast in the election of the director nominees.
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 was approved. The following votes were taken in connection with this proposal:
| Votes For |
Votes Against |
Abstentions | ||
| 556,279 |
5,000 | 5,826 |
No broker non-votes were cast in the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.
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.
| TNP STRATEGIC RETAIL TRUST, INC. | ||||||
| Date: July 28, 2010 | By: | /s/ Christopher S. Cameron | ||||
| Christopher S. Cameron | ||||||
| Chief Financial Officer, Treasurer and Secretary | ||||||