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): December 15, 2015

 


 

CHAMBERS STREET PROPERTIES

(Exact name of registrant as specified in its charter)

 


 

Maryland

 

001-35933

 

56-2466617

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

47 Hulfish Street, Suite 210

 

 

Princeton, NJ

 

08542

(Address of Principal Executive Offices)

 

(Zip Code)

 

609-683-4900

(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 (see General Instruction A.2. below):

 

o    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.

 

At the annual meeting of shareholders of Chambers Street Properties (the “Company”) held on December 15, 2015 (the “Annual Meeting”), shareholders holding 220,978,636 common shares of beneficial interest, par value $0.01 (the “Common Shares”) (being the only class of shares entitled to vote at the meeting), or 93.3%, of the Company’s 236,855,738 outstanding Common Shares as of the record date for the meeting, attended the meeting or were represented by proxy.  The Company’s shareholders voted on five matters presented at the meeting, each of which is discussed in more detail in the Company’s definitive proxy statement mailed to shareholders of the Company on or around October 30, 2015, and which received the requisite number of votes to pass.  The matters submitted for a vote and the related results of the shareholders’ votes at the Annual Meeting were as follows:

 

Proposal No. 1: Share Issuance

 

The shareholders approved the issuance of Common Shares in connection with the proposed merger of Gramercy Property Trust Inc., a Maryland corporation (‘‘Gramercy’’) with and into Columbus Merger Sub, LLC, a Maryland limited liability company and indirect wholly owned subsidiary of the Company (“Merger Sub”), with Merger Sub continuing as the surviving entity, pursuant to which each outstanding share of Gramercy common stock will be converted into the right to receive 3.1898 newly issued Common Shares, with the votes as follows:

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

Total Common Shares

 

132,497,093

 

22,968,773

 

2,064,768

 

63,448,002

 

 

Proposal No. 2: Election of Trustees

 

Five trustees were elected for terms expiring in 2016, with the votes as follows:

 

Trustee

 

For

 

Withheld

 

Broker Non-Votes

 

Charles E. Black

 

148,136,576

 

9,394,058

 

63,448,002

 

James L. Francis

 

148,138,406

 

9,392,228

 

63,448,002

 

James M. Orphanides

 

148,140,812

 

9,389,822

 

63,448,002

 

Martin A. Reid

 

145,867,692

 

11,662,942

 

63,448,002

 

Louis P. Salvatore

 

148,136,498

 

9,394,136

 

63,448,002

 

 

 

Proposal No. 3: Non-Binding, Advisory Vote on Executive Compensation

 

The shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, with the votes as follows:

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

Total Common Shares

 

134,547,837

 

19,678,890

 

3,303,907

 

63,448,002

 

 

Proposal No. 4: Ratification of Selection of Independent Registered Public Accounting Firm

 

The shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015, with the votes as follows:

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

Total Common Shares

 

217,280,855

 

2,135,517

 

1,562,264

 

N/A

 

 

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Proposal No. 5: Adjournment of the Annual meeting

 

The shareholders voted to adjourn the Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposals if there were insufficient votes at the time of such adjournment to approve each of the proposals described above, with the votes as follows:

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

Total Common Shares

 

183,965,320

 

33,847,581

 

3,165,735

 

 

 

 

No other proposals were submitted to a vote of the Company’s common shareholders at the Annual Meeting.

 

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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.

 

Date: December 15, 2015

 

 

 

 

CHAMBERS STREET PROPERTIES

 

 

 

 

By:

/s/ HUGH S. O’BEIRNE

 

Name:

Hugh S. O’Beirne, Esq.

 

Title:

Executive Vice President, Chief Legal Officer, General Counsel and Secretary

 

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