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EX-99.1 - EX-99.1 - InvenTrust Properties Corp.d839449dex991.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): December 17, 2014 (December 15, 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 5.07. Submission of Matters to a Vote of Security Holders.

On December 15, 2014, Inland American Real Estate Trust, Inc. (the “Company”) held its 2014 annual meeting of stockholders and held a stockholder vote on Proposals 1 and 2 as described in the Company’s proxy statement. A total of 861,824,767 shares of the Company’s common stock were outstanding and entitled to vote, and the number of shares present in person or by proxy was 522,296,024, representing approximately 60.6% of the outstanding stock entitled to vote.

The stockholders voted on Proposal 1, electing 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

 

Withhold

 

Broker Non-Votes

J. Michael Borden   348,788,207   17,326,324   156,181,493
Thomas F. Glavin   349,385,699   16,728,832   156,181,493
Brenda G. Gujral   348,675,152   17,439,379   156,181,493
Thomas F. Meagher   348,413,129   17,701,402   156,181,493
Robert D. Parks   349,132,399   16,982,132   156,181,493
Paula Saban   349,271,790   16,842,741   156,181,493
William J. Wierzbicki   349,142,873   16,971,658   156,181,493

In addition to electing directors, the stockholders voted on and approved Proposal 2, to ratify the audit committee’s selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The final results for the approval of Proposal 2 were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

505,626,729   6,918,703   9,750,592   0

Item 7.01. Regulation FD Disclosure.

On December 17, 2014, the Company issued a press release announcing the results of its 2014 annual meeting of stockholders. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits

 

  99.1 Press Release of Inland American Real Estate Trust, Inc., dated December 17, 2014


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: December 17, 2014     By:   /s/ Jack Potts
    Name:   Jack Potts
    Title:   Executive Vice President – Chief Financial Officer and Treasurer