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 5, 2020
QTS Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-36109 | 46-2809094 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| 12851 Foster Street | |
| Overland Park, KS | 66213 |
| (Address of principal executive offices) | (Zip Code) |
(913) 814-9988
Registrant’s telephone number, including area code:
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) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | | Trading Symbol | | Name of each exchange on which registered: |
| Class A common stock, $.01 par value | | QTS | | New York Stock Exchange |
| Preferred Stock, 7.125% Series A Cumulative Redeemable Perpetual, $0.01 par value | | QTS PR A | | New York Stock Exchange |
| Preferred Stock, 6.50% Series B Cumulative Convertible Perpetual, $0.01 par value | | QTS PR B | | New York Stock Exchange |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 5, 2020, the board of directors (the “Board”) of QTS Realty Trust, Inc. (the “Company”) approved the first amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws (the “Bylaws”) to provide that the Board may, but does not have exclusive authority to, fill a vacancy on the Board by a vote of a majority of the directors. The Amendment became effective on May 5, 2020.
The full text of the Amendment to the Bylaws is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2020 the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, (i) ten directors were elected, (ii) the compensation paid to the Company’s named executive officers was approved in an advisory vote, and (iii) the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified. The proposals are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 20, 2020. The final voting results for each proposal are set forth below.
Election of Directors
At the Annual Meeting, stockholders elected ten directors of the Company to serve until the 2021 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The table below sets forth the voting results for each director nominee:
| Nominee | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
| Chad L. Williams | | | 56,488,727 | | | | 3,572,886 | | | | 1,383,393 | |
| John W. Barter | | | 59,276,142 | | | | 785,471 | | | | 1,383,393 | |
| William O. Grabe | | | 58,824,078 | | | | 1,237,535 | | | | 1,383,393 | |
| Catherine R. Kinney | | | 56,393,540 | | | | 3,668,073 | | | | 1,383,393 | |
| Peter A. Marino | | | 56,482,704 | | | | 3,578,909 | | | | 1,383,393 | |
| Scott D. Miller | | | 58,597,570 | | | | 1,464,043 | | | | 1,383,393 | |
| Mazen Rawashdeh | | | 58,634,941 | | | | 1,426,672 | | | | 1,383,393 | |
| Wayne M. Rehberger | | | 59,275,883 | | | | 785,730 | | | | 1,383,393 | |
| Philip P. Trahanas | | | 58,236,429 | | | | 1,825,184 | | | | 1,383,393 | |
| Stephen E. Westhead | | | 58,158,573 | | | | 1,903,040 | | | | 1,383,393 | |
Advisory Vote to Approve Named Executive Officer Compensation
At the Annual Meeting, the Company’s stockholders voted on a non-binding resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 48,661,422 | | | | 10,941,178 | | | | 459,013 | | | | 1,383,393 | |
Ratification of Ernst & Young as the Company’s Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s stockholders ratified the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The table below sets forth the voting results for this proposal:
| Votes For | | | Votes Against | | | Abstentions | |
| | 60,922,741 | | | | 441,587 | | | | 80,678 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
| | QTS Realty Trust, Inc. |
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| | By: | /s/ Shirley E. Goza |
| | | Shirley E. Goza |
| | | Secretary, Vice President and General Counsel |
May 8, 2020
