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): May 8, 2013

Education Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland
 
001-32417
 
20-1352180
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)


999 South Shady Grove Road, Suite 600
Memphis, Tennessee
 

38120
(Address of Principal Executive Offices)
 
(Zip Code)

901-259-2500

(Registrant’s Telephone Number, Including Area Code)

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.

At the 2013 Annual Meeting of Stockholders of Education Realty Trust, Inc. (“EdR”) held on May 8, 2013 (the “Annual Meeting”), EdR’s stockholders approved each of the proposals presented which are described in more detail in EdR’s Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on March 27, 2013. Holders of 106,628,016 shares of EdR’s common stock were present in person or represented by proxy at the Annual Meeting.

The following are the voting results on each proposal presented to EdR’s stockholders at the Annual Meeting:

Proposal 1: To elect seven directors to serve until the 2014 Annual Meeting of Stockholders and until their successors have been duly elected and qualify.

Director
Votes For
Withheld
Broker Non-Votes
Paul O. Bower
100,330,741
3,456,429
2,840,846
Monte J. Barrow
103,178,182
608,988
2,840,846
William J. Cahill, III
103,178,228
608,942
2,840,846
Randall L. Churchey
103,183,310
603,860
2,840,846
John L. Ford
103,142,526
644,644
2,840,846
Howard A. Silver
103,147,659
639,511
2,840,846
Wendell W. Weakley
103,143,257
643,913
2,840,846

Proposal 2: To ratify the appointment of Deloitte & Touche LLP as EdR’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

Votes For
Votes Against
Abstentions
103,664,574
2,954,122
9,320

Proposal 3: To approve, in an advisory (non-binding) vote, the compensation of EdR’s named executive officers.

Votes For
Votes Against
Abstentions
Broker Non-Votes
103,531,193
217,708
38,269
2,840,846





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.

 
EDUCATION REALTY TRUST, INC.
 
 
 
 
Date: May 8, 2013
By:
/s/ Randall H. Brown
 
 
Randall H. Brown
Executive Vice President, Chief Financial Officer and Treasurer