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): November 12, 2015
New York REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | | 001-36416 | | 27-1065431 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
405 Park Avenue, 14th Floor New York, New York 10022 |
(Address, including zip code, of Principal Executive Offices) Registrant’s telephone number, including area code: (212) 415-6500 |
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 November 13, 2015, Marc Rowan resigned as a member of the board of directors of New York REIT, Inc. (the “Company”). Mr. Rowan did not resign pursuant to any disagreement with the Company.
Item 8.01 Other Events.
On November 12, 2015, the Enforcement Section of the Massachusetts Securities Division filed an administrative complaint against Realty Capital Securities, LLC (“RCS”), an entity under common control with the parent of the advisor of the Company. Neither the Company nor the Company’s advisor is a named party in the administrative complaint. RCS served as the dealer manager of the Company’s initial public offering, which ended in December 2013, and, together with its affiliates, has continued to provide certain services to the Company and the Company’s advisor. The administrative complaint alleges fraudulent behavior in connection with proxy services provided by RCS to another program sponsored by the parent of the Company’s sponsor. RCS has previously solicited proxies on behalf of the Company, although the Company’s advisor has determined at this time that RCS will no longer provide such services to the Company. The administrative complaint alleges that RCS’s employees fabricated numerous shareholder proxy votes across multiple entities sponsored by the parent of the Company’s sponsor but does not specifically refer to any actions taken in connection with any of the Company’s proxy solicitations.
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.
| | New York REIT, Inc. |
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| Date: November 16, 2015 | By: | /s/ Michael A. Happel |
| | Michael A. Happel Chief Executive Officer and President |
