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 3, 2016
Federal Realty Investment Trust
(Exact name of registrant as specified in its charter)
| Maryland | 1-07533 | 52-0782497 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1626 East Jefferson Street,
Rockville, Maryland 20852-4041
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number including area code: 301/998-8100
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):
| ¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 3, 2016, the Board of Trustees of Federal Realty Investment Trust (“Trust”) appointed Donald C. Wood as the Trust’s principal financial officer and Melissa Solis as the Trust’s principal accounting officer upon the departure of James Taylor, the Trust’s Executive Vice President-Chief Financial Officer and Treasurer, who currently holds these designations. Mr. Wood currently serves as President and Chief Executive Officer of the Trust and will continue to serve in this position while serving as the principal financial officer. Ms. Solis currently serves as Vice President-Chief Accounting Officer of the Trust and will continue to serve in this position while serving as the principal accounting officer. Both of these appointments will become effective as of the close of business on May 19, 2016, the last day of Mr. Taylor’s employment with the Trust.
Ms. Solis, 38, has served as the Trust’s Vice President-Chief Accounting Officer since June of 2011 and prior to that time, served as controller of the Trust from 2007 to June 2011.
In connection with Ms. Solis’ appointment as principal accounting officer, the Board of Trustees of the Trust awarded Ms. Solis a $250,000 restricted share award effective May 3, 2016. That award will vest in six equal, annual installments on December 31 of each year until December 31, 2021, subject to proration for 2016.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of shareholders of the Trust was held on May 4, 2016 in North Bethesda, Maryland. The following table sets forth the matters presented for a vote by the shareholders and the voting results with respect to such matters:
| Matter |
Votes For |
Votes Withheld/ Against |
Abstentions |
Broker Non-Votes |
||||||||||||
| Proposal 1: Election of Trustees |
||||||||||||||||
| Jon E. Bortz |
60,896,294 | 699,616 | 0 | 3,174,802 | ||||||||||||
| David W. Faeder |
60,909,434 | 686,476 | 0 | 3,174,802 | ||||||||||||
| Kristin Gamble |
57,154,730 | 4,441,180 | 0 | 3,174,802 | ||||||||||||
| Gail P. Steinel |
61,263,702 | 332,208 | 0 | 3,174,802 | ||||||||||||
| Warren M. Thompson |
61,235,673 | 360,236 | 0 | 3,174,802 | ||||||||||||
| Joseph S. Vassalluzzo |
60,911,068 | 684,842 | 0 | 3,174,802 | ||||||||||||
| Donald C. Wood |
61,155,840 | 440,070 | 0 | 3,174,802 | ||||||||||||
| Proposal 2: Ratification of the appointment of Grant Thornton LLP as the Trust’s independent registered public accounting firm for the year ending December 31, 2016 |
63,760,600 | 958,232 | 51,878 | 0 | ||||||||||||
| Proposal 3: Advisory vote on compensation of our named executive officers |
57,880,014 | 3,555,281 | 236,433 | 3,098,984 | ||||||||||||
SIGNATURE
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.
| FEDERAL REALTY INVESTMENT TRUST | ||||
| Date: May 6, 2016 | /s/ Dawn M. Becker | |||
| Dawn M. Becker | ||||
| Executive Vice President-General Counsel and Secretary | ||||