Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - Griffin Capital Essential Asset REIT, Inc. | d554054dex31.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): June 12, 2013
Griffin Capital Essential Asset REIT, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-54377
| MD | 26-3335705 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
2121 Rosecrans Avenue,
Suite 3321 El Segundo, CA 90245
(Address of principal executive offices, including zip code)
3104696100
(Registrant’s telephone number, including area code)
None
(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:
| ¨ | 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 2013 Annual Meeting of Stockholders of Griffin Capital Essential Asset REIT, Inc. (the “Registrant”) held on June 12, 2013 (the “2013 Annual Meeting”), the following directors were each elected to serve as a director until the 2014 Annual Meeting of Stockholders or until his successor is duly elected and qualified:
| Director |
Votes For | Votes Withheld | ||||||
| Kevin A. Shields |
9,470,409 | 425,322 | ||||||
| Gregory M. Cazel |
9,464,354 | 431,377 | ||||||
| Timothy J. Rohner |
9,462,854 | 432,877 | ||||||
At the 2013 Annual Meeting, the appointment of Ernst & Young LLP as the Registrant’s independent registered public accounting firm for the year ending December 31, 2013 was ratified by the following vote:
| Votes For | Votes Against | Votes Abstained | ||||||||||
| Ratification of Appointment of Ernst & Young LLP |
9,390,715 | 67,487 | 437,529 | |||||||||
At the 2013 Annual Meeting, an amendment to the Registrant’s charter (the “Charter Amendment”) was approved by the following vote:
| Votes For | Votes Against | Votes Abstained | ||||||||||
| Amendment to the Registrant’s Charter |
9,245,252 | 85,957 | 564,523 | |||||||||
The Charter Amendment clarifies certain language in the Registrant’s charter regarding the payment of disposition fees. This description of the Charter Amendment is qualified in its entirety by the Registrant’s Articles of Amendment, which are attached hereto as Exhibit 3.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Articles of Amendment of Griffin Capital Essential Asset REIT, Inc. |
Signature(s)
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.
| Griffin Capital Essential Asset REIT, Inc. | ||||
| Date: June 14, 2013 | By: | /s/ Joseph E. Miller | ||
| Joseph E. Miller | ||||
| Chief Financial Officer | ||||