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): January 23, 2017
KBS LEGACY PARTNERS APARTMENT REIT, INC.
(Exact Name of Registrant as Specified in Its Charter)
______________________________________________________
| Maryland | 000-54673 | 27-0668930 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
800 Newport Center Drive, Suite 700
Newport Beach, California 92660
(Address of principal executive offices)
Registrant’s telephone number, including area code: (949) 417-6500
Not Applicable
(Former name or former address, if changed since last report)
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
Renewal of Advisory Agreement
On January 25, 2017, KBS Legacy Partners Apartment REIT, Inc. (the “Company”) renewed its advisory agreement with KBS Capital Advisors LLC (the “Advisor”). The renewed advisory agreement is effective through January 25, 2018; however, either party may terminate the renewed advisory agreement without cause or penalty upon providing 60 days’ written notice. The terms of the renewed advisory agreement are identical to those of the advisory agreement that was previously in effect, including the March 15, 2016 amendment to the advisory agreement.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 23, 2017, the Company held its annual meeting of stockholders at the Offices of KBS, 800 Newport Center Drive, First Floor, Suite 140, Conference Room Center, Newport Beach, California. At the annual meeting, the Company’s stockholders voted in person or by proxy on (1) the election of the following individuals to the board of directors: C. Preston Butcher, Peter M. Bren, Gary T. Kachadurian, Michael L. Meyer and Ronald E. Zuzack; and (2) the ratification of the appointment of Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm for the year ending December 31, 2016.
All of the director nominees were elected. The number of votes cast for and votes withheld from each of the director nominees and the number of broker non-votes were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | ||||||
| C. Preston Butcher | 7,600,288 | 255,123 | 4,534,926 | ||||||
| Peter M. Bren | 7,624,494 | 230,917 | 4,534,926 | ||||||
| Gary T. Kachadurian | 7,626,703 | 228,708 | 4,534,926 | ||||||
| Michael L. Meyer | 7,625,360 | 230,051 | 4,534,926 | ||||||
| Ronald E. Zuzack | 7,626,703 | 228,708 | 4,534,926 | ||||||
The appointment of E&Y was ratified. The results of the vote on the ratification of the appointment of E&Y as the Company’s independent registered public accounting firm for the year ending December 31, 2016 were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||
| Ratification of E&Y Appointment | 12,221,618 | 50,220 | 118,499 | — | ||||||||
ITEM 8.01 OTHER EVENTS
Distribution Declared
On January 23, 2017, the Company’s board of directors authorized distributions based on daily record dates for the period from February 1, 2017 through February 28, 2017, which the Company expects to pay in March 2017. Investors may choose to receive cash distributions or purchase additional shares through the Company’s dividend reinvestment plan.
Distributions for this period will be calculated based on stockholders of record each day during this period at a rate of $0.00178082 per share per day and equal a daily amount that, if paid each day for a 365-day period, would equal a 6.95% annualized rate based on the Company’s December 9, 2016 estimated value per share of $9.35.
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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.
| KBS LEGACY PARTNERS APARTMENT REIT, INC. | ||||||
| Dated: January 25, 2017 | BY: | /s/ JEFFREY K. WALDVOGEL | ||||
| Jeffrey K. Waldvogel | ||||||
| Chief Financial Officer, Treasurer and Secretary | ||||||