UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 15, 2015

 

American Realty Capital – Retail Centers of America, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

(State or Other Jurisdiction of Incorporation)

 

000-55198   27-3279039
(Commission File Number)   (IRS Employer Identification No.)

 

405 Park Avenue, 14th Floor

New York, New York 10022

(Address, including zip code, of Principal Executive Offices) 
 
(212) 415-6500
(Registrant’s Telephone Number, Including Area Code)
 

  

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 June 15, 2015, the Company held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on (i) the election of William M. Kahane, Edward G. Rendell and David Gong to the Company’s Board of Directors for one-year terms until the 2016 Annual Meeting of Stockholders and until their respective successor is duly elected and qualified and (ii) the ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The stockholders elected all three nominees for director and ratified the appointment of KPMG.

 

The full results of the matters voted on at the Annual Meeting are set forth below:

 

Proposal No. 1 — Election of Directors:

 

Nominee Votes For Votes Against Abstentions

 

William M. Kahane


46,461,148.804

432,475.983

1,690,574.506

 

David Gong


46,422,670.562

433,565.067

 

1,727,963.664

 

Edward G. Rendell


46,190,556.817

719,014.029

1,674,628.447

 

 

Proposal No. 2 — Ratification of the Appointment of KPMG as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2015:

 

Votes For Votes Against Abstentions  
46,741,916.567 315,757.643 1,526,525.083  

 

 

There were no broker non-votes. No other proposals were submitted to a vote of the Company’s stockholders.

 

 

 
 

 

 

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.

 

  AMERICAN REALTY CAPITAL – RETAIL CENTERS OF AMERICA, INC.
       
       
Date: June 18, 2015 By: /s/ William M. Kahane 
    William M. Kahane  
   

Chief Executive Officer and

Chairman of the Board of Directors