Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - COLE CORPORATE INCOME TRUST, INC. | d859573dex991.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): January 27, 2015
Cole Corporate Income Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 000-54940 | 27-2431980 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016
(Address of principal executive offices)
(Zip Code)
(602) 778-8700
(Registrants 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 |
Cole Corporate Income Trust, Inc. (the Company) held a Special Meeting of Stockholders on January 27, 2015 (the Special Meeting). As of December 12, 2014, the record date for the Special Meeting, there were 197,605,729 shares of common stock issued and outstanding and eligible to be voted at the Special Meeting.
Proxies for the Special Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the Exchange Act). Set forth below are the voting results for the proposals considered and voted upon at the Special Meeting, all of which were described in the definitive Joint Proxy Statement/Prospectus filed by Select Income REIT (SIR) and the Company with the U.S. Securities and Exchange Commission (the SEC) on December 23, 2014.
The Companys stockholders approved the merger of the Company with and into SC Merger Sub, LLC (SIR Merger Sub), a wholly owned subsidiary of SIR, with SIR Merger Sub surviving as a wholly owned subsidiary of SIR (the Merger), pursuant to that certain Agreement and Plan of Merger, dated as of August 30, 2014, as amended from time to time (the Merger Agreement), by and among the Company, SIR and SIR Merger Sub, and the other transactions contemplated by the Merger Agreement by the following vote:
For | Against | Abstain | Broker Non-Votes | |||
120,005,549.10 | 5,659,664.95 | 3,635,589.03 | 0 |
Because the holders of a majority of the outstanding shares approved the proposal to approve the Merger and the other transactions contemplated by the Merger Agreement, the vote to approve the adjournment of the Special Meeting if there had not been sufficient votes to approve the Merger was not called.
No other proposals were submitted to a vote of the Companys stockholders.
Item 7.01 | Regulation FD Disclosure |
On January 27, 2015, the Company issued a press release, attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference, announcing that stockholders of the Company have approved the Merger.
This Item 7.01 and the attached Exhibit 99.1 are provided under Item 7.01 of Form 8-K and are furnished to, and shall not be deemed to be filed with, the SEC.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit Number |
Description | |
99.1 | Press release issued by Cole Corporate Income Trust, Inc. on January 27, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 27, 2015 | COLE CORPORATE INCOME TRUST, INC. | |||
By: | /s/ Simon J. Misselbrook | |||
Name: | Simon J. Misselbrook | |||
Title: | Chief Financial Officer and Treasurer | |||
Principal Financial Officer |
Exhibit Index
Exhibit Number |
Description | |
99.1 | Press release issued by Cole Corporate Income Trust, Inc. on January 27, 2015. |