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EX-99.1 - EX-99.1 - RETAIL PROPERTIES OF AMERICA, INC.a11-27684_2ex99d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  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):

October 11, 2011

 

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

(Exact name of registrant as specified in charter)

 

Maryland

 

000-51199

 

42-1579325

(State or other

 

(Commission File Number)

 

(IRS Employer

jurisdiction of

 

 

 

Identification No.)

incorporation)

 

 

 

 

 

2901 Butterfield Road, Oak Brook, Illinois

 

60523

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (630) 218-8000

 

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):

 

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

 

Inland Western Retail Real Estate Trust, Inc. (the “Company”) held its annual meeting of stockholders on October 11, 2011, at which the following matters were submitted to a vote.

 

(1)                                  The stockholders elected each of the Board’s nine director nominees as set forth below:

 

Nominee

 

Votes For

 

Votes Withheld

 

 

 

 

 

Kenneth H. Beard

 

245,081,886

 

12,565,597

 

 

 

 

 

Frank A. Catalano, Jr.

 

247,683,934

 

9,963,548

 

 

 

 

 

Paul R. Gauvreau

 

245,009,200

 

12,638,282

 

 

 

 

 

Gerald M. Gorski

 

247,823,529

 

9,823,954

 

 

 

 

 

Steven P. Grimes

 

247,641,635

 

10,005,847

 

 

 

 

 

Brenda G. Gujral

 

245,172,523

 

12,474,960

 

 

 

 

 

Richard P. Imperiale

 

247,862,811

 

9,784,671

 

 

 

 

 

Kenneth E. Masick

 

248,045,144

 

9,602,338

 

 

 

 

 

Barbara A. Murphy

 

246,642,456

 

11,005,026

 

(2)                                  The stockholders voted as set forth below to approve the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2011 annual meeting, including the Compensation Discussion and Analysis, compensation tables and narrative discussions.

 

Votes For

 

Votes Against

 

Abstentions

223,937,555

 

20,859,514

 

12,850,414

 

(3)                                  The stockholders voted as set forth below to approve the frequency of future advisory votes on executive compensation.

 

One Year

 

223,596,089

 

 

 

 

 

 

 

Two Years

 

9,932,565

 

 

 

 

 

 

 

Three Years

 

7,255,365

 

 

 

 

 

 

 

Abstain

 

16,863,464

 

 

 

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There were no broker non-votes on any matter voted on at the 2011 annual meeting of stockholders.

 

Item 7.01               Regulation FD Disclosure

 

Attached to this Form 8-K as Exhibit 99.1 is a copy of a letter to be sent by the Company to its stockholders in connection with, among other things, the Company’s distribution for the third quarter of 2011, which letter will be sent on or about October 11, 2011 and which letter is incorporated in its entirety into this report.

 

The information included or incorporated in Item 7.01 in this report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

 

Item 9.01               Financial Statements and Exhibits

 

(d)           Exhibits

 

The following Exhibit is included with this Report:

 

99.1                           Letter to stockholders of Inland Western Retail Real Estate Trust, Inc.

 


 

The statements and certain other information contained in this report, which can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “continue,” “remains,” “intend,” “aim,” “towards,” “should,” “prospects,” “could,” “future,” “potential,” “believes,” “plans,” “likely,” “anticipate,” “position,” “consider,” “probable,” “committed,” “achieve,” and “focused,” or the negative thereof or other variations thereon or comparable terminology, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbors created thereby.  These statements should be considered as subject to the many risks and uncertainties that exist in the Company’s operations and business environment.  Such risks and uncertainties could cause actual results to differ materially from those projected.  These uncertainties include, but are not limited to, economic conditions, market demand and pricing, competitive and cost factors, and other risk factors.

 

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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.

 

 

 

INLAND WESTERN RETAIL REAL

 

ESTATE TRUST, INC.

 

(Registrant)

 

 

 

 

 

By:

/s/ Dennis K. Holland

 

 

Dennis K. Holland

 

 

Executive Vice President,

Date: October 11, 2011

 

General Counsel and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Letter to stockholders of Inland Western Retail Real Estate Trust, Inc.

 

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