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):  May 9, 2012

Entertainment Properties Trust
(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation)
001-13561
(Commission
File Number)
43-1790877
(I.R.S. Employer
Identification No.)
 
 
909 Walnut Street, Suite 200
Kansas City, Missouri 64106
(Address of principal executive office)(Zip Code)

(816) 472-1700
(Registrant's telephone number, including area code)


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:

¨   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 5.07.  Submission of Matters to a Vote of Security Holders
 
At the annual meeting of shareholders of Entertainment Properties Trust (the "Company") held on May 9, 2012, the matters voted upon and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:
 
Proposal No. 1:
 
 
The following nominees for trustees were elected to serve three-year terms expiring in 2015:

 
   
For
 
Withheld
 
Broker Non-Votes
 
Jack A. Newman, Jr.
28,253,264
 
10,398,590
 
3,502,207
 
James A. Olson
28,246,522
 
10,405,332
 
3,502,207

 
Proposal No. 2:
 
 
The shareholders approved the compensation of the Company’s named executive officers as presented in the Company’s proxy statement on a non-binding, advisory basis:

 
 
For
 
36,372,582
 
Against
 
2,205,221
 
Abstain
 
74,051
 
Broker Non-Vote
 
3,502,207

 
Proposal No. 3:
 
The shareholders approved the performance goals under our 2007 Equity Incentive Plan for compliance with Internal Revenue Code Section 162(m):
 
 
For
 
33,970,617
 
Against
 
4,656,328
 
Abstain
 
24,909
 
Broker Non-Vote
 
3,502,207

 
Proposal No. 4:
 
The shareholders approved the performance goals under our Annual Performance-Based Incentive Plan for compliance with Internal Revenue Code Section 162(m):
 
 
For
 
36,887,384
 
Against
 
1,742,057
 
Abstain
 
22,413
 
Broker Non-Vote
 
3,502,207

 

 

 
 

 

Proposal No. 5:
 
The shareholders approved the ratification of KPMG, LLP as the independent registered public accounting firm for the Company for 2012:
 
 
For
 
26,802,235
 
Against
 
15,327,601
 
Abstain
 
24,226
 
Broker Non-Vote
 
0

 
 

 

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.


 
ENTERTAINMENT PROPERTIES TRUST
     
 
By:
/s/ Mark A. Peterson
 
Name:
Mark A. Peterson
 
Title:
Senior Vice President, Treasurer and Chief Financial Officer


 
Date:  May 25, 2012