UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):December 30, 2016
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:
| | o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K filed by New York REIT, Inc. (the “Company”) on December 30, 2016 (the “Original 8-K”) has been filed solely to revise the table in Item 5.07 under the heading “Proposal 1 – Election of Directors” by removing the column with the heading “Against” and changing the heading “Abstain” to “Withheld.” No other changes are being made to the Original 8-K filing.
Item 5.07. Submission of Matters to a Vote of Security Holders
On December 30, 2016, New York REIT, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on (i) the election of William M. Kahane, P. Sue Perrotty, Robert H. Burns, Randolph C. Read, Craig T. Bouchard, James P. Hoffmann, Gregory F. Hughes, Keith Locker and James Nelson to the Company’s Board of Directors for one-year terms until the 2017 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify, (ii) the ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, (iii) the adoption of a non-binding advisory resolution approving the executive compensation of the Company’s named executive officers and (iv) a recommendation, by non-binding advisory vote, on the frequency of future advisory votes on executive officer compensation.
The Company’s stockholders elected all nine nominees for director, ratified the appointment of KPMG, adopted the non-binding advisory resolution approving the executive compensation of the Company’s named executive officers and voted for holding future nonbinding advisory votes on executive compensation every year.
The full results of the matters voted on at the Annual Meeting are set forth below:
Proposal 1 – Election of Directors
| | | For | | | Withheld | | | Broker Non-Votes | |
| William M. Kahane | | | 86,671,752 | | | | 32,621,748 | | | | 34,804,119 | |
| P. Sue Perrotty | | | 106,853,768 | | | | 12,439,732 | | | | 34,804,119 | |
| Robert H. Burns | | | 106,904,791 | | | | 12,388,709 | | | | 34,804,119 | |
| Randolph C. Read | | | 88,982,225 | | | | 30,311,275 | | | | 34,804,119 | |
| Craig T. Bouchard | | | 114,425,272 | | | | 4,868,228 | | | | 34,804,119 | |
| James P. Hoffmann | | | 117,566,193 | | | | 1,727,307 | | | | 34,804,119 | |
| Gregory F. Hughes | | | 117,543,470 | | | | 1,750,030 | | | | 34,804,119 | |
| Keith Locker | | | 117,312,697 | | | | 1,980,803 | | | | 34,804,119 | |
| James Nelson | | | 107,245,306 | | | | 12,048,194 | | | | 34,804,119 | |
Proposal 2 – Ratification of Appointment of Independent Registered Accounting Firm
| For | | Against | | Abstain | | Broker Non-Votes |
| 152,809,958 | | 258,906 | | 1,028,755 | | * |
| | | | | | | |
*No broker non-votes arose in connection with Proposal No. 2 due to the fact that the matter was not considered a non-routine matter under New York Stock Exchange rules.
Proposal 3 – Non-Binding Advisory Vote on Named Executive Officer Compensation
| For | | Against | | Abstain | | Broker Non-Votes |
| 77,111,463 | | 40,395,450 | | 1,786,587 | | 34,804,119 |
| | | | | | | |
Proposal 4 – Non-Binding Advisory Vote on the Frequency of “Say-on-Pay” Votes
Every Year | | Once Every Two Years | | Once Every Three Years | | Abstain | | Broker Non-Votes |
| 86,978,211 | | 361,770 | | 30,506,517 | | 1,447,002 | | 34,804,119 |
| | | | | | | | | |
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.
| Date: January 4, 2017 | | NEW YORK REIT, INC. |
| | | |
| | | By: | | /s/ Michael A. Happel Michael A. Happel
Chief Executive Officer and President |
