UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 23, 2016
Gramercy Property Trust
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-35933 | 56-2466617 |
| | | |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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521 Fifth Avenue, 30th Floor New York, New York | | 10175 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(212) 297-1000
(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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 23, 2016, at the annual meeting of the shareholders (the “Annual Meeting”) of Gramercy Property Trust (the “Company”), the shareholders approved the Gramercy Property Trust 2016 Equity Incentive Plan (the “Plan”). The Plan had been approved by the Company’s Board of Trustees on April 26, 2016, subject to shareholder approval.
A summary of the material terms of the Plan can be found in the section of the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (“SEC”) on April 29, 2016 (the “Proxy Statement”) entitled “Proposal 2: Approval of our 2016 Equity Incentive Plan”, which summary is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the text of the Plan and the form of restricted share award agreement for non-employee trustees under the Plan, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of the Company was held on June 23, 2016, at which 378,282,439 shares of the Company were represented in person or by proxy representing approximately 89.72% of the issued and outstanding shares entitled to vote. At the Annual Meeting, the Company’s shareholders (i) elected nine trustees to serve until the Company’s 2017 Annual Meeting and until their successors are duly elected and qualify; (ii) approved the Gramercy Property Trust 2016 Equity Incentive Plan; (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016; and (iv) approved, on an advisory basis, the compensation of the Company’s named executive officers. The proposals are described in detail in the Proxy Statement.
The final results for the votes regarding each proposal are set forth below.
(i) The voting results with respect to the election of each trustee were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Charles E. Black | 264,781,639 | 25,630,487 | 87,870,313 |
| Gordon F. DuGan | 288,723,741 | 1,688,385 | 87,870,313 |
| Allan J. Baum | 288,177,853 | 2,234,273 | 87,870,313 |
| Z. Jamie Behar | 288,352,212 | 2,059,914 | 87,870,313 |
| Thomas D. Eckert | 288,458,520 | 1,953,606 | 87,870,313 |
| James L. Francis | 287,717,659 | 2,694,467 | 87,870,313 |
| Gregory F. Hughes | 288,917,993 | 1,494,133 | 87,870,313 |
| Jeffrey E. Kelter | 270,028,818 | 20,383,308 | 87,870,313 |
| Louis P. Salvatore | 288,285,209 | 2,126,917 | 87,870,313 |
(ii) The voting results with respect to the approval of the Company’s 2016 Equity Incentive Plan were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 278,536,690 | 10,565,563 | 1,309,873 | 87,870,313 |
(iii) The voting results with respect to the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 376,889,081 | 708,057 | 685,301 | (0) |
(iv) The voting results with respect to the approval, on an advisory basis, of the compensation of the Company’s named executive officers were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 284,028,630 | 5,104,910 | 1,278,586 | 87,870,313 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No.
| 10.1 | Gramercy Property Trust 2016 Equity Incentive Plan (incorporated herein by reference to Appendix A the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 29, 2016). |
| 10.2 | Form of Restricted Share Award for Non-Employee 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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| Date: June 24, 2016 | GRAMERCY PROPERTY TRUST | |
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| | By: | /s/ Jon W. Clark | |
| | Name: | Jon W. Clark | |
| | Title: | Chief Financial Officer | |
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EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| 10.1 | | Gramercy Property Trust 2016 Equity Incentive Plan (incorporated herein by reference to Appendix A the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 29, 2016). |
| 10.2 | | Form of Restricted Share Award for Non-Employee Trustees. |
