SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
FIRST POTOMAC REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland | | 001-31824 | | 37-1470730 |
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(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
7600 Wisconsin Avenue
Bethesda, Maryland 20814
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
The Registrant hereby amends its Current Report on Form 8-K previously filed on May 21, 2010 (the “Original 8-K”) solely to include a signature that was inadvertently omitted from the signature page. Other than as described in this Explanatory Note, this Current Report on Form 8-K/A is identical to the Original 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2009 Equity Compensation Plan
At the 2010 Annual Meeting of Shareholders (the “Annual Meeting”) of First Potomac Realty Trust (the “Company”) held on May 20, 2010, the Company’s shareholders approved Amendment No. 1 to the Company’s 2009 Equity Compensation Plan (the “Amendment”). The Amendment was approved by the Company’s Board of Trustees on March 30, 2010, subject to shareholder approval. The Amendment:
| | • | | increased by 2,250,000 the total number of common shares authorized for grant under the 2009 Equity Compensation Plan; and |
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| | • | | implemented a “fungible share pool” pursuant to which any shares subject to awards of options or SARs will be counted against the number of shares available for issuance under the plan as one share for each one share subject to an award, while any shares subject to awards other than options or SARs will be counted against the number of shares available for issuance under the plan as 3.44 shares for every one share subject to an award. As shares subject to such awards expire or are forfeited, the number of shares available for awards under the plan shall be increased at the same rate as such awards were deducted from the share limit under the plan. |
The description of the terms and conditions of the Amendment, as set forth in the Company’s definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 6, 2010, is incorporated herein by reference. The foregoing summary of the Amendment is qualified by reference to the copy of the Amendment filed as Exhibit 10.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Results of 2010 Annual Meeting of Shareholders
The Annual Meeting was held at the Company’s corporate headquarters in Bethesda, Maryland. A total of 28,150,440 (91.5%) of the Company’s issued and outstanding common shares held of record on March 15, 2010 were present either in person or by proxy. The information below is a summary of the voting results on three proposals considered and voted upon at the meeting.
Election of Trustees
The following persons, which represents the entire previous board of trustees of the Company, were duly elected as trustees of the Company until the 2011 Annual Meeting of Shareholders or until their successors are duly elected and qualified: Robert H. Arnold, Richard B. Chess, Douglas J. Donatelli, J. Roderick Heller, III, R. Michael McCullough, Alan G. Merten and Terry L. Stevens. The table below sets forth the voting results for each nominee:
| | | | | | | | | | | | | |
| | | | | | | Votes | | | Broker | |
| Nominee | | Votes For | | | Withheld | | | Non-Votes | |
| Robert H. Arnold | | | 23,416,271 | | | | 166,108 | | | | 4,568,061 | |
| Richard B. Chess | | | 23,409,200 | | | | 173,179 | | | | 4,568,061 | |
| Douglas J. Donatelli | | | 22,394,489 | | | | 1,187,890 | | | | 4,568,061 | |
| J. Roderick Heller, III | | | 23,408,604 | | | | 173,775 | | | | 4,568,061 | |
| R. Michael McCullough | | | 23,402,568 | | | | 179,811 | | | | 4,568,061 | |
| Alan G. Merten | | | 23,375,968 | | | | 206,411 | | | | 4,568,061 | |
| Terry L. Stevens | | | 23,435,357 | | | | 147,022 | | | | 4,568,061 | |
Other Business
At the Annual Meeting, the Company’s shareholders approved Amendment No. 1, as described above, and ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010. Set forth below are the results of the shareholder vote on these proposals:
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| | | | | | | Votes | | | | | | | Broker | |
| Proposal | | Votes For | | | Against | | | Abstentions | | | Non-Votes | |
| Amendment No. 1 to 2009 Equity Compensation Plan | | | 16,762,906 | | | | 6,722,785 | | | | 96,688 | | | | 4,568,061 | |
| Ratification of Accountants for 2010 fiscal year | | | 26,635,936 | | | | 1,439,330 | | | | 75,174 | | | | 0 | |
Item 8.01. Other Events.
Non-Employee Trustee Compensation
On May 20, 2010, each of the Company’s six non-employee trustees was granted 3,379 restricted common shares of the Company (the “Trustee Share Awards”) as part of the Company’s Trustee compensation program. The Trustee Share Awards will vest on May 20, 2011, assuming continued service by the trustee until that date.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | |
| Exhibit No. | | Description |
| 10.1 | | Amendment No. 1 to the Company’s 2009 Equity Compensation Plan. |
| | | |
| 10.2 | | Form of Restricted Common Share Award Agreement for Trustees |
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.
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| | FIRST POTOMAC REALTY TRUST
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| May 27, 2010 | /s/ Joel F. Bonder | |
| | Joel F. Bonder | |
| | Executive Vice President and General
Counsel | |
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EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| 10.1 | | Amendment No. 1 to the Company’s 2009 Equity Compensation Plan. |
| | | |
| 10.2 | | Form of Restricted Common Share Award Agreement for Trustees |
