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): June 29, 2018
Industrial Property Trust Inc.
(Exact name of registrant as specified in its charter)
Maryland | 000-55376 | 61-1577639 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
518 Seventeenth Street, 17th Floor
Denver, CO 80202
(Address of principal executive offices)
(303) 228-2200
(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)) |
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 x
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 provided pursuant to Section 13(a) of the Exchange Act. x
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 29, 2018, Industrial Property Trust Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 176,205,542 shares of common stock issued and outstanding as of the record date that were eligible to vote, 97,899,122 shares (56%) were present or represented by proxy at the Annual Meeting. At the Annual Meeting, the Company’s stockholders considered two proposals, described below. The voting results with respect to each proposal are as follows:
Proposal No. 1. The stockholders approved the election of each of the six directors to serve on the board of directors of the Company until the 2019 annual meeting of stockholders and until their respective successors are duly elected and qualify:
Director Nominee | For | Withheld | ||
Evan H. Zucker | 56,796,517 | 1,955,821 | ||
Dwight L. Merriman III | 56,787,445 | 1,964,893 | ||
Marshall M. Burton | 56,811,239 | 1,941,099 | ||
Charles B. Duke | 56,818,609 | 1,933,729 | ||
Stanley A. Moore | 56,603,910 | 2,148,428 | ||
John S. Hagestad | 56,696,528 | 2,055,810 | ||
With respect to this proposal, the Company received 39,146,784 broker non-votes for each of the six director nominees. Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a broker holding shares of the Company’s common stock for a beneficial owner is present at the meeting, in person or by proxy, and entitled to vote, but does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. A broker non-vote is not an indication of how the beneficial owner would have voted; it simply means that the beneficial owner did not instruct the broker as to how to vote his or her shares.
Proposal No. 2. The stockholders approved the ratification of the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018:
For | Against | Withheld | ||
96,368,545 | 460,201 | 1,070,376 | ||
The Company did not receive any broker non-votes for this proposal because the brokers had discretionary voting power with respect to this proposal.
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.
INDUSTRIAL PROPERTY TRUST INC. | |||
July 3, 2018 | By: | /s/ THOMAS G. MCGONAGLE | |
Name: Thomas G. McGonagle | |||
Title: Managing Director, Chief Financial Officer | |||