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
December 29, 2014
Date of Report (Date of earliest event reported)
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American Spectrum Realty, Inc.
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(Exact name of registrant as specified in its charter)
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Maryland
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001-16785
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52-2258674
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(State or Other
Jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification
No.)
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2401 Fountain View, Suite 750, Houston, Texas 77057
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(Address of principal executive offices) (Zip Code)
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(713) 706-6200
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(Registrant’s telephone number, including area code)
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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 Instructions 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
American Spectrum Realty, Inc. (“the Company”) held its annual meeting of stockholders on December 29, 2014 (the “2014 Annual Meeting”). Of the 3,703,142 shares eligible to vote at the 2014 Annual Meeting, 2,791,471 shares, or approximately 75.4% of the eligible common stock, were voted in person or by proxy. The matters on which the stockholders voted were (i) to elect four directors to serve until the Company’s next annual meeting of stockholders or until their successors are duly elected and qualified; (ii) to ratify the appointment of MaloneBailey, LLP as the Company’s independent auditors for the year ended December 31, 2014; (iii) to approve, on an advisory basis, the compensation of the Company’s named executive officers; and (iv) to approve, on an advisory basis, the frequency of the future advisory votes on executive compensation. The final results of the voting are as follows:
(i) Election of directors:
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Name of
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Number of
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Number of
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Number of
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Number of
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Votes Uncast
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Patrick D. Barrett
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1,648,925 | 87,933 | 1,054,267 | 346 | ||||||||||||
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William J. Carden
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1,648,721 | 88,137 | 1,054,267 | 346 | ||||||||||||
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Kenneth H. White
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1,679,944 | 56,914 | 1,054,267 | 346 | ||||||||||||
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D. Brownell Wheless
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1,648,925 | 87,933 | 1,054,267 | 346 | ||||||||||||
(ii) Ratify the appointment of MaloneBailey, LLP as the Company’s independent auditors for the year ended December 31, 2014:
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Number of
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Number of
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Number of
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Number of
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Number of
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-votes
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Votes Uncast
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| 2,664,568 | 5,689 | 121,214 | -- | -- | ||||||||||||||
(iii) Approval, on an advisory basis, of the compensation of the Company’s named executive officers:
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Number of
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Number of
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Number of
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Number of
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Number of
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Votes For
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Votes Against
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Votes Abstaining
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Broker Non-votes
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Votes Uncast
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| 1,652,668 | 67,726 | 16,810 | 1,054,267 | -- | ||||||||||||||
(iv) Approval, on an advisory basis, of the frequency of the future advisory votes on executive compensation:
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One
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Two
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Three
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Number of
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Number of
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Year
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Years
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Years
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Abstain
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Broker Non-votes
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Votes Uncast
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| 1,663,065 | 8,748 | 57,228 | 7,964 | 1,054,267 | 199 | |||||||||||||||||
With respect to the non-binding advisory vote on the frequency of future executive compensation advisory votes, approximately 59.6% of the votes cast were in favor of holding the advisory vote annually. In light of such vote, the Board has determined that on an annual basis the Company will include in its proxy materials a shareholder advisory vote on the compensation of executive officers.
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.
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AMERICAN SPECTRUM REALTY, INC.
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By:
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/s/ William J. Carden
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William J. Carden
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Chairman of the Board, President
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and Chief Executive Officer
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Date: January 5, 2015
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