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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
POWER REIT
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
333-177802 45-3116572
(Commission File Number) (I.R.S. Employer Identification No.)
55 Edison Avenue, West Babylon, New York 11704
(Address of Principal Executive Offices) (Zip Code)
(212) 750-0373
(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 obligations of the registrant
under any of the following provisions
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFT|R 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))
SECTION 5: CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.07 Submission of Matters to a Vote of Shareholders
Power REIT's (the "Trust") 2012 Annual Meeting of shareholders
was held on May 24, 2012, at which time the shareholders elected
the Trust's nominees (David H. Lesser, Virgil E. Wenger, William
S. Susman and Patrick R. Haynes, III), ratified the Trust's
independent audit firm and approved the Trust's 2012 Equity
Incentive Plan. The results were certified by American Election
Services, LLC, the annual meeting's Independent Inspector of
Elections, as follows:
1) The election of the following trustees to serve until the Trust's
next annual meeting:
FOR WITHHELD
David. H. Lesser 582,714 17,406
Virgil E. Wenger 576,125 23,995
William S. Susman 581,762 18,358
Patrick R. Haynes, III 564,921 35,199
2) The ratification of Gibbons & Kawash, A.C. ("GK") as the Trust's
independent audit firm for 2012.
FOR AGAINST ABSTAIN
Ratification of GK 587,946 8,229 3,946
2) The approval of Power REIT's 2012 Equity Incentive Plan ("Plan").
FOR AGAINST ABSTAIN
Approval of Plan 499,543 90,377 10,200
SECTION 8: OTHER EVENTS
Item 8.01
On May 29, 2012, the Trust released a press release announcing the
results of its 2012 Annual Meeting.
A copy of the press release is attached to this report as Exhibit
99.1 and incorporated herein by reference.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Press Release of Power REIT dated May 29, 2012
SIGNATURE
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.
Date: May 29, 2012
POWER REIT
By: /s/ David H. Lesser
Name: David H. Lesser
Title: CEO and Chairman