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, 2020
Brookfield DTLA Fund Office
Trust Investor Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-36135 | 04-2616226 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
250 Vesey Street, 15th Floor, New York, NY | 10281 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 417-7000
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)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 12, 2020, Brookfield DTLA Fund Office Trust Investor Inc. (the “Company”) held the 2020 annual meeting of its stockholders (the “Annual Meeting”). At the Annual Meeting, holders of the Company’s common stock, par value $0.01 per share (the “Common Stock”), (1) elected each of the five (5) Company nominees to serve until the 2021 Annual Meeting of its stockholders and until their successors are duly elected and qualified and (2) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. Each of the items considered at the Annual Meeting is described in further detail in the Company’s Information Statement filed with the U.S. Securities and Exchange Commission on October 2, 2020. The results of the voting on each matter, as certified by the Inspector of Election of the Annual Meeting, are set forth below.
Proposal 1. Votes regarding the election of the persons named below as directors to serve until the 2021 annual meeting of stockholders and until their respective successors are duly elected and qualified were as follows:
| Nominee | | For | | Against | | Abstaining | | Broker Non-Votes |
| G. Mark Brown | | 1,000 | | 0 | | 0 | | 0 |
| Michelle L. Campbell | | 1,000 | | 0 | | 0 | | 0 |
| Murray Goldfarb | | 1,000 | | 0 | | 0 | | 0 |
| Ian Parker | | 1,000 | | 0 | | 0 | | 0 |
| Robert L. Stelzl | | 1,000 | | 0 | | 0 | | 0 |
Based on the votes set forth above, each of the foregoing persons was duly elected to serve as director until the 2021 annual meeting of stockholders and until their respective successors are duly elected and qualified.
Proposal 2. Votes regarding the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 were as follows:
| For | | Against | | Abstaining |
| 1,000 | | 0 | | 0 |
Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 was duly ratified by the Company’s stockholders.
No other business was brought before the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC. |
| | |
| Date: November 12, 2020 | By: | /s/ Michelle L. Campbell |
| | Name: | Michelle L. Campbell |
| | Title: | Senior Vice President & Secretary |
