UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 2, 2019
City Office REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | 001-36409 | 98-1141883 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
666 Burrard Street, Suite 3210, Vancouver, British Columbia, | V6C 2X8 | |||
(Address of principal executive offices) | (Zip Code) |
(604) 806-3366
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered | Ticker Symbols: | ||
Common Stock, $0.01 par value 6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share | New York Stock Exchange New York Stock Exchange | CIO CIO.PrA |
Securities registered pursuant to Section 12(g) of the Act: None
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 or Rule12b-2 of the Securities Exchange Act of 1934.
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. |
2019 Annual Meeting of Stockholders
City Office REIT, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”) at the Company’s corporate offices in Vancouver, British Columbia, on Thursday, May 2, 2019. The proposals considered and approved by stockholders at the 2019 Annual Meeting were the following:
• | the election of seven directors to the board of directors; |
• | the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and |
• | the approval of an amendment to the Company’s Equity Incentive Plan (the “Plan”), to increase the number of shares of the Company’s common stock available for awards made thereunder and certain other administrative changes. |
Election of Directors
Each of the individuals listed below was duly elected as a director of the Company to serve until the 2020 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Set forth below are the results of the vote for the election of directors:
Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
John McLernon | 25,385,259 | 385,189 | 41,926 | 7,981,582 | ||||
James Farrar | 25,602,064 | 167,903 | 42,407 | 7,981,582 | ||||
William Flatt | 25,571,821 | 198,376 | 42,177 | 7,981,582 | ||||
Mark Murski | 25,578,206 | 187,321 | 46,847 | 7,981,582 | ||||
Stephen Shraiberg | 25,585,580 | 183,914 | 42,880 | 7,981,582 | ||||
John Sweet | 25,449,170 | 320,760 | 42,444 | 7,981,582 | ||||
Sabah Mirza | 25,576,872 | 193,225 | 42,277 | 7,981,582 |
Appointment of Independent Registered Public Accounting Firm
A proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2019 was also presented at the 2019 Annual Meeting. Set forth below are the results of the vote for the ratification of the appointment of KPMG LLP as the Company’s independent auditor:
Votes For | Votes Against | Abstentions | ||
33,656,340 | 80,546 | 57,070 |
Approval of an Amendment to the Company’s Equity Incentive Plan
A proposal to amend the Plan was also presented at the 2019 Annual Meeting to increase the number of shares of the Company’s common stock available for awards made thereunder and certain other administrative changes. Set forth below are the results of the vote for the amendment of the Plan:
Votes For | Votes Against | Abstentions | Broker Non- Votes | |||
24,130,698 | 1,456,967 | 224,709 | 7,981,582 |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number | Description | |
10.1 | Amendment No. 1 to the City Office REIT, Inc. Equity Incentive Plan. |
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.
CITY OFFICE REIT, INC. | ||||||
Date: May 6, 2019 | By: | /s/ Anthony Maretic | ||||
Name: | Anthony Maretic | |||||
Title: | Chief Financial Officer, Secretary and Treasurer |