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): May 4, 2015
CYRUSONE INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland | 001‑35789 | 46-0691837 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
1649 West Frankford Road
Carrollton, TX 75007
(Address of Principal Executive Office) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (972) 350-0060
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 May 4, 2015, CyrusOne Inc., a Maryland corporation (the “Company”), held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 39,062,638 shares of the Company’s common stock were entitled to vote as of the close of business on March 5, 2015, the record date for the Annual Meeting. There were 33,977,990 shares of common stock present in person or by proxy at the Annual Meeting, at which stockholders were asked to consider and vote on four proposals. Set forth below are the matters acted upon by the stockholders of the Company at the Annual Meeting, and the final voting results of each proposal.
Proposal 1: The stockholders elected each of the seven director nominees to the Board of Directors of the Company to serve until the 2016 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualifies, as follows:
Votes | Broker | ||||||||
Votes For | Withheld | Non-Votes | |||||||
Alex Shumate | 31,008,095 | 73,830 | 2,896,065 | ||||||
Gary J. Wojtaszek | 31,053,823 | 28,102 | 2,896,065 | ||||||
William E. Sullivan | 30,997,195 | 84,730 | 2,896,065 | ||||||
T. Tod Nielsen | 30,961,315 | 120,610 | 2,896,065 | ||||||
David H. Ferdman | 31,005,271 | 76,654 | 2,896,065 | ||||||
Lynn A. Wentworth | 31,006,612 | 75,313 | 2,896,065 | ||||||
John W. Gamble, Jr. | 30,995,463 | 86,462 | 2,896,065 | ||||||
Proposal 2: The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay”), as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
30,643,795 | 355,692 | 82,438 | 2,896,065 | |||||
Proposal 3: The stockholders approved, on an advisory basis, holding future Say-on-Pay votes annually, as follows:
1-Year | 2-Years | 3-Years | Abstentions | Broker Non-Votes | ||||||
28,347,332 | 106,136 | 2,546,618 | 81,839 | 2,896,065 | ||||||
Based on these results, the Board of Directors of the Company has determined that the Company will hold a Say-on-Pay vote every year.
Proposal 4: The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015, as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
33,921,855 | 42,683 | 13,452 | N/A | |||||
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.
CYRUSONE INC.
By: /s/ Thomas W. Bosse
Thomas W. Bosse
Vice President, General Counsel and Secretary
Date: May 7, 2015