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): February 26, 2014
INLAND AMERICAN REAL ESTATE TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 000-51609 | 34-2019608 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2901 Butterfield Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
(630) 218-8000
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective as of February 26, 2014, Roberta S. Matlin resigned from her position as vice president of Inland American Real Estate Trust, Inc. (the “Company”).
Item 5.07. Submission of Matters to a Vote of Security Holders
On February 26, 2014, the Company reconvened its 2013 annual meeting of stockholders and held a stockholder vote on Proposals 1 through 10 as described in the Company’s proxy statement. A total of 905,521,729 shares of the Company’s common stock was outstanding and entitled to vote, and the number of shares present in person or by proxy was 533,417,924, representing approximately 58.9% of the outstanding stock entitled to vote.
The stockholders elected the seven nominees named below to serve as directors until the next annual meeting of stockholders or as otherwise provided in the Company’s governing documents. The final results of the election of directors were as follows:
| Nominee | For | Against | Abstain | |||
| J. Michael Borden | 489,834,523 | 15,694,995 | 27,933,405 | |||
| Thomas F. Glavin | 490,806,474 | 14,790,711 | 27,820,739 | |||
| Brenda G. Gujral | 489,748,982 | 16,045,670 | 27,623,272 | |||
| Thomas F. Meagher | 488,452,689 | 16,844,445 | 28,120,790 | |||
| Robert D. Parks | 490,788,325 | 14,821,301 | 27,818,297 | |||
| Paula Saban | 491,181,078 | 14,824,678 | 27,412,169 | |||
| William J. Wierzbicki | 489,678,672 | 15,568,422 | 28,170,830 |
In addition to electing directors, our stockholders also voted on and approved Proposals 2 through 10 to amend and restate the Company’s charter as described in the Company’s proxy statement. The final results of the approval of Proposals 2 through 10 were as follows:
| Proposal |
For | Against | Abstain | |||
| 2 | 473,503,638 | 26,908,196 | 33,006,089 | |||
| 3 | 473,502,522 | 26,704,273 | 33,211,129 | |||
| 4 | 473,141,787 | 27,575,841 | 32,718,296 | |||
| 5 | 473,614,661 | 27,016,691 | 32,786,572 | |||
| 6 | 471,443,066 | 27,544,986 | 34,429,871 | |||
| 7 | 473,781,689 | 25,556,778 | 34,079,457 | |||
| 8 | 472,485,934 | 28,260,657 | 32,671,332 | |||
| 9 | 475,368,338 | 24,500,932 | 33,548,653 | |||
| 10 | 472,832,403 | 26,189,281 | 34,396,239 |
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.
| INLAND AMERICAN REAL ESTATE TRUST, INC. | ||||||
| Date: February 28, 2014 | By: | /s/ Jack Potts | ||||
| Name: | Jack Potts | |||||
| Title: | Principal Financial Officer | |||||