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EX-10.1 - EX-10.1 - Gramercy Property Trustd547250dex101.htm

 

 

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 31, 2013

 

 

CHAMBERS STREET PROPERTIES

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-35933   56-2466617
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

47 Hulfish Street, Suite 210, Princeton, NJ 08542

(Address of principal executive offices)

(609) 683-4900

(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 1.01 Entry into a Material Definitive Agreement

As discussed in Item 5.07 below, at the annual meeting of shareholders of Chambers Street Properties (the “Company”) held on May 31, 2013, the Company’s shareholders approved the Company’s 2013 Equity Incentive Plan (the “2013 Plan”). A description of the material terms of the 2013 Plan, as well as a copy of the 2013 Plan, were included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2013 (the “Proxy Statement”). The foregoing is qualified in its entirety by reference to the 2013 Plan attached as Exhibit 10.1 hereto, which is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the annual meeting of shareholders of the Company held on May 31, 2013, shareholders holding 166,911,493 common shares of beneficial interest, par value $0.01 (the “Common Shares”) (being the only class of shares entitled to vote at the meeting), or 67.52%, of the Company’s 247,196,122 outstanding Common Shares as of the record date for the meeting, attended the meeting or were represented by proxy. The Company’s shareholders voted on five matters presented at the meeting, each of which is discussed in more detail in the Company’s Proxy Statement and which received the requisite number of votes to pass. The matters submitted for a vote and the related results of the shareholders’ votes were as follows:

Proposal No. 1: Election of Trustees

Election of five trustees to terms expiring in 2014. A majority of the votes cast was required for the election of the trustees.

 

Trustee

   For      Withheld      Broker Non-Votes  

Charles E. Black

     119,209,836         3,059,392         44,642,265   

Jack A. Cuneo

     119,573,444         2,695,784         44,642,265   

James M. Orphanides

     119,588,889         2,680,339         44,642,265   

Martin A. Reid

     119,631,944         2,637,284         44,642,265   

Louis P. Salvatore

     119,207,261         3,061,967         44,642,265   

Proposal No. 3: Approval of the 2013 Plan

Approval to adopt the 2013 Plan. A majority of the votes cast was required for approval.

 

      For      Against      Abstentions      Broker Non-Votes  

Total Common Shares

     111,077,398         4,696,830         6,495,000         44,642,265   

Proposal No. 4: Non-Binding Advisory Vote on Executive Compensation

Approval, on a non-binding, advisory basis, of the Company’s executive compensation. A majority of the votes cast was required for approval.

 

      For      Against      Abstentions      Broker Non-Votes  

Total Common Shares

     107,856,509         6,686,479         7,726,240         44,642,265   

Proposal No. 5: Non-Binding Advisory Vote on the Frequency of Future Non-Binding Advisory Votes on Executive Compensation

Approval, on a non-binding, advisory basis, whether the advisory vote on executive compensation should occur every one, two or three years. A majority of the votes cast was required for approval.

 

1 Year

  2 Years     3 Years     Abstain     Broker Non-Votes  
100,174,406     7,373,220        6,390,947        8,330,655        44,642,265   

 

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Proposal No. 6: Ratification of Selection of Independent Registered Public Accounting Firm

Approval to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. A majority of the votes cast was required for approval.

 

     For      Against      Abstentions  

Total Common Shares

     161,402,613         826,286         4,682,594   

Item 7.01. Regulation FD Disclosure.

Members of the Company’s senior management team expect to participate in information sessions and will refer to a slide presentation during REITWeek®: NAREIT’s Investor Forum® in Chicago, Illinois on June 5, 2013 and June 6, 2013. A copy of the slide presentation has been posted in the investor relations section of the Company’s website at www.chambersstreet.com. The information contained on the Company’s website is not incorporated by reference herein.

Item 8.01. Other Information.

On May 31, 2013, the Company adjourned its annual meeting of shareholders with respect to the proposal to approve an amendment and restatement of the Company’s declaration of trust. The reconvened annual meeting of shareholders will be held on June 25, 2013 at 10:00 a.m. local time, at 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542. Valid proxies submitted prior to the May 31, 2013 meeting will continue to be valid for purposes of the June 25, 2013 meeting, unless properly changed or revoked prior to the vote being taken at the June 25, 2013 meeting. The record date of April 1, 2013 will remain the same for the reconvened meeting.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

10.1

2013 Equity Incentive Plan

 

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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.

 

    CHAMBERS STREET PROPERTIES
June 4, 2013     By:   /S/     MARTIN A. REID         
    Name:   Martin A. Reid
    Title:   Chief Financial Officer