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 31, 2013
CHAMBERS STREET PROPERTIES
(Exact name of registrant as specified in its charter)
| Maryland | 001-35933 | 56-2466617 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
47 Hulfish Street, Suite 210, Princeton, NJ 08542
(Address of principal executive offices)
(609) 683-4900
(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 1.01 Entry into a Material Definitive Agreement
As discussed in Item 5.07 below, at the annual meeting of shareholders of Chambers Street Properties (the “Company”) held on May 31, 2013, the Company’s shareholders approved the Company’s 2013 Equity Incentive Plan (the “2013 Plan”). A description of the material terms of the 2013 Plan, as well as a copy of the 2013 Plan, were included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2013 (the “Proxy Statement”). The foregoing is qualified in its entirety by reference to the 2013 Plan attached as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the annual meeting of shareholders of the Company held on May 31, 2013, shareholders holding 166,911,493 common shares of beneficial interest, par value $0.01 (the “Common Shares”) (being the only class of shares entitled to vote at the meeting), or 67.52%, of the Company’s 247,196,122 outstanding Common Shares as of the record date for the meeting, attended the meeting or were represented by proxy. The Company’s shareholders voted on five matters presented at the meeting, each of which is discussed in more detail in the Company’s Proxy Statement and which received the requisite number of votes to pass. The matters submitted for a vote and the related results of the shareholders’ votes were as follows:
Proposal No. 1: Election of Trustees
Election of five trustees to terms expiring in 2014. A majority of the votes cast was required for the election of the trustees.
Trustee | For | Withheld | Broker Non-Votes | |||||||||
Charles E. Black | 119,209,836 | 3,059,392 | 44,642,265 | |||||||||
Jack A. Cuneo | 119,573,444 | 2,695,784 | 44,642,265 | |||||||||
James M. Orphanides | 119,588,889 | 2,680,339 | 44,642,265 | |||||||||
Martin A. Reid | 119,631,944 | 2,637,284 | 44,642,265 | |||||||||
Louis P. Salvatore | 119,207,261 | 3,061,967 | 44,642,265 | |||||||||
Proposal No. 3: Approval of the 2013 Plan
Approval to adopt the 2013 Plan. A majority of the votes cast was required for approval.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||
Total Common Shares | 111,077,398 | 4,696,830 | 6,495,000 | 44,642,265 | ||||||||||||
Proposal No. 4: Non-Binding Advisory Vote on Executive Compensation
Approval, on a non-binding, advisory basis, of the Company’s executive compensation. A majority of the votes cast was required for approval.
| For | Against | Abstentions | Broker Non-Votes | |||||||||||||
Total Common Shares | 107,856,509 | 6,686,479 | 7,726,240 | 44,642,265 | ||||||||||||
Proposal No. 5: Non-Binding Advisory Vote on the Frequency of Future Non-Binding Advisory Votes on Executive Compensation
Approval, on a non-binding, advisory basis, whether the advisory vote on executive compensation should occur every one, two or three years. A majority of the votes cast was required for approval.
1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||
| 100,174,406 | 7,373,220 | 6,390,947 | 8,330,655 | 44,642,265 | ||||||||||||
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Proposal No. 6: Ratification of Selection of Independent Registered Public Accounting Firm
Approval to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. A majority of the votes cast was required for approval.
| For | Against | Abstentions | ||||||||||
Total Common Shares | 161,402,613 | 826,286 | 4,682,594 | |||||||||
Item 7.01. Regulation FD Disclosure.
Members of the Company’s senior management team expect to participate in information sessions and will refer to a slide presentation during REITWeek®: NAREIT’s Investor Forum® in Chicago, Illinois on June 5, 2013 and June 6, 2013. A copy of the slide presentation has been posted in the investor relations section of the Company’s website at www.chambersstreet.com. The information contained on the Company’s website is not incorporated by reference herein.
Item 8.01. Other Information.
On May 31, 2013, the Company adjourned its annual meeting of shareholders with respect to the proposal to approve an amendment and restatement of the Company’s declaration of trust. The reconvened annual meeting of shareholders will be held on June 25, 2013 at 10:00 a.m. local time, at 47 Hulfish Street, Suite 210, Princeton, New Jersey 08542. Valid proxies submitted prior to the May 31, 2013 meeting will continue to be valid for purposes of the June 25, 2013 meeting, unless properly changed or revoked prior to the vote being taken at the June 25, 2013 meeting. The record date of April 1, 2013 will remain the same for the reconvened meeting.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 10.1 | 2013 Equity Incentive Plan |
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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.
| CHAMBERS STREET PROPERTIES | ||||||
| June 4, 2013 | By: | /S/ MARTIN A. REID | ||||
| Name: | Martin A. Reid | |||||
| Title: | Chief Financial Officer | |||||
