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
May 27, 2015
Date of Report (Date of Earliest Event Reported)
DUPONT FABROS TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 001-33748 | 20 - 8718331 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1212 New York Avenue, N.W., Suite 900
Washington, D.C. 20005
(Address of Principal Executive Offices) (Zip Code)
(202) 728-0044
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule l3e-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 27, 2015, DuPont Fabros Technology, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders, at which three proposals were submitted to its stockholders.
1. Election of Directors. Each of the following nominees was elected to the Board of Directors of the Company for a one year term expiring at the Company’s 2016 Annual Meeting of Stockholders and until their successors are elected and qualified. The following table reflects the voting results for each nominee:
| Nominee |
For | Withheld | Broker Non-Votes |
|||||||||
| Michael A. Coke |
54,166,224 | 88,637 | 4,971,317 | |||||||||
| Lammot J. du Pont |
52,140,473 | 2,114,388 | 4,971,317 | |||||||||
| Thomas D. Eckert |
54,161,376 | 93,485 | 4,971,317 | |||||||||
| Christopher P. Eldredge |
53,970,865 | 283,996 | 4,971,317 | |||||||||
| Hossein Fateh |
52,059,860 | 2,195,001 | 4,971,317 | |||||||||
| Frederic V. Malek |
53,283,417 | 971,444 | 4,971,317 | |||||||||
| Mary M. Styer |
54,068,130 | 186,731 | 4,971,317 | |||||||||
| John T. Roberts, Jr. |
54,159,784 | 95,077 | 4,971,317 | |||||||||
| John H. Toole |
54,159,940 | 94,921 | 4,971,317 | |||||||||
2. Advisory Vote on Executive Compensation (Say-On-Pay Vote). The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the 2015 Annual Meeting of Stockholders by the following vote:
| For |
Against |
Abstain |
Broker | |||
| 53,140,819 | 1,023,020 | 91,022 | 4,971,317 |
3. Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2015 was ratified by the following vote:
| For |
Against |
Abstain |
Broker | |||
| 58,930,107 | 269,891 | 26,180 | 0 |
Item 8.01 Other Events.
On May 27, 2015, the Board of Directors of the Company approved the commencement of development of the third phase of the Company’s ACC7 data center located in Ashburn, Virginia. This phase is expected to consist of 11.9 megawatts of critical load and 68,000 computer room square feet. The Company anticipates spending an additional $75 million on this phase and placing it into service in early second quarter 2016.
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.
| DUPONT FABROS TECHNOLOGY, INC. | ||||
| June 1, 2015 | /s/ Richard A. Montfort, Jr. | |||
| Richard A. Montfort, Jr., | ||||
| Executive Vice President, General Counsel and Secretary | ||||