Attached files

file filename
EX-99.1 - EX-99.1 - PS BUSINESS PARKS, INC./MDpsb-20180424xex99_1.htm

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): April 242018

____________________

PS BUSINESS PARKS, INC.

(Exact name of registrant as specified in its charter)

____________________

California

(State or Other Jurisdiction of Incorporation)

1-10709

95-4300881

(Commission File Number)

(I.R.S. Employer Identification Number)



701 Western Avenue, Glendale, California

91201-2349

(Address of principal executive offices)

(Zip Code)



Registrant’s telephone number, including area code: (818) 244-8080

N/A

(Former name or former address, if changed since last report)

____________________

Check the appropriate box 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))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.



 


 

Item 2.02.  Results of Operations and Financial Conditions

On April 24, 2018, PS Business Parks reported its results of operations and financial condition for the quarter ended March 312018. The full text of the press release is furnished as exhibit 99.1 to this Current Report on Form 8- K. The information in Item 2.02 and Exhibit 99.1 are being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 5.07.  Submission of Matters to a Vote of Security Holders



(a)  The Company’s annual meeting of shareholders was held on April 24, 2018.



(b)  The three matters considered for a vote are described in detail in the Company’s proxy statement for the 2018 Annual Meeting filed with the Securities and Exchange Commission on March 23, 2018. The final results for the votes for each proposal are set forth below.



1.  The shareholders elected nine directors to the Board of Directors to hold office until the 2018 Annual Meeting or until their successors are duly qualified and elected. The votes for each nominee were as follows:





 

 

 

 

 

 

Name

 

Votes For

 

Withheld

 

Broker Non-Votes

Ronald L. Havner, Jr.

 

23,906,881

 

1,211,341

 

620,846

Maria R. Hawthorne

 

25,027,004

 

91,218

 

620,846

Jennifer Holden Dunbar

 

24,961,933

 

156,289

 

620,846

James H. Kropp

 

24,822,871

 

295,351

 

620,846

Sara Grootwassink Lewis

 

24,967,910

 

150,312

 

620,846

Gary E. Pruitt

 

25,063,485

 

54,737

 

620,846

Robert S. Rollo

 

24,943,645

 

174,577

 

620,846

Joseph D. Russell, Jr.

 

25,011,733

 

106,489

 

620,846

Peter Schultz

 

25,065,864

 

52,358

 

620,846



2.  The shareholders approved the advisory vote on executive compensation as follows:





 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

23,652,916

 

1,425,936

 

39,370

 

620,846



3.  The shareholders ratified the appointment of Ernst & Young LLP as PS Business Parks’ independent registered public accounting firm for the fiscal year ending December 31, 2018 as follows:





 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

25,592,797

 

120,621

 

25,650

 

-0-



Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1:  Press release dated April 242018.


 



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.



 

 

 

 



PS BUSINESS PARKS, INC.



 

 



Date: April 24, 2018



 

 



By:

/s/ Maria R.  Hawthorne



 

Maria R. Hawthorne



 

Chief Executive Officer(a)



____________________________

(a) Ms. Hawthorne is also acting Chief Financial Officer until a successor is appointed.




 

INDEX TO EXHIBITS



 

 



 

 

Exhibit No.

 

Description



 

99.1

 

PS Business Parks, Inc. Earnings Press Release dated April 24, 2018.