UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Filed by the Registrant | x |
Filed by a Party other than the Registrant | o |
o | Preliminary Proxy Statement |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
o | Definitive Proxy Statement |
x | Definitive Additional Materials |
o | Soliciting Material Pursuant to Section 240.14a-12 |
AMERICAN REALTY CAPITAL NEW YORK CITY REIT, INC.
(Name of Registrant as Specified In Its Charter)
(Name of person(s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x | No fee required |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
405 Park Avenue, 4th Floor
New York, New York 10022
August 2, 2017
Dear Stockholder:
The 2017 annual meeting of stockholders (the “Annual Meeting”) of American Realty Capital New York City REIT, Inc. (the “Company”) originally called to order on June 27, 2017, was reconvened and adjourned, on both July 19, 2017 and August 2, 2017, to permit further solicitation of votes to approve Proposals 3 through 11 to amend certain provisions of the Company’s charter as described in greater detail in the Company’s definitive proxy statement dated April 24, 2017 (as amended or supplemented from time to time, including by this letter and the accompanying notice, the “Proxy Statement”).
The Annual Meeting will be reconvened on September 7, 2017 at 4:00 p.m. Eastern Time at The Core Club, located at 66 E. 55th Street, New York, NY 10022.
The original record date for the Annual Meeting was the close of business on April 4, 2017. To permit the adjournment and reconvening of the Annual Meeting on September 7, 2017, the Company’s board of directors (the “Board”) has established the close of business on August 2, 2017 as the new record date for determining stockholders entitled to notice of and to vote at the reconvened Annual Meeting including any postponement or adjournment thereof. As of the close of business on August 2, 2017, 31,095,859 shares of the Company’s common stock were issued and outstanding and entitled to vote at the Annual Meeting or any postponement or adjournment thereof.
Your vote matters and is important no matter how many shares you own.
The Annual Meeting was called for the purposes described in the Proxy Statement. At the Annual Meeting as reconvened on August 2, 2017, stockholders elected each of Edward M. Weil, Jr., Elizabeth K. Tuppeny, Lee M. Elman and Abby M. Wenzel as directors, to serve until the Company’s 2018 annual meeting of stockholders and until his or her successor is duly elected and qualifies. The stockholders also ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. Stockholders had not cast sufficient votes to approve Proposals 3 through 11, however. Because the Board believes the amendments to the Company’s charter contemplated by Proposals 3 through 11 are advisable, the Annual Meeting was adjourned to September 7, 2017 to permit the Company to continue soliciting proxies to approve Proposals 3 through 11. Accordingly, when the Annual Meeting is reconvened, you will only be asked to consider and vote upon Proposals 3 through 11.
Proposals 3 through 11 are described in more detail in the Proxy Statement.If you would like another copy of the Proxy Statement or any other proxy materials, please call (866) 902-0063, and one will be provided free of charge. In addition, the Proxy Statement, the accompanying notice and the Annual Report are available online at www.proxyvote.com/NYCR.
APPROVAL OF EACH OF PROPOSALS 3 THROUGH 11 AT THE ANNUAL MEETING WILL REQUIRE THE AFFIRMATIVE VOTE OF THE MAJORITY OF ALL THE VOTES ENTITLED TO BE CAST AS OF THE NEW RECORD DATE, WHICH MEANS THAT AN ABSTENTION OR FAILURE TO VOTE WILL HAVE THE EFFECT OF A VOTE “AGAINST” ANY OF PROPOSALS 3 THROUGH 11.
IN ADDITION, APPROVAL OF EACH OF PROPOSALS 3 THROUGH 11 IS CONDITIONED ON APPROVAL OF EACH OTHER OF PROPOSALS 3 THROUGH 11. THIS MEANS THAT AN ABSTENTION, FAILURE TO VOTE OR VOTE “AGAINST” ANY OF PROPOSALS 3 THROUGH 11 WILL HAVE THE EFFECT OF A VOTE “AGAINST” ALL THE OTHER PROPOSALS.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, HAS FOUND THE AMENDMENT AND RESTATEMENT OF THE CHARTER AS PROPOSED IN
PROPOSALS 3 THROUGH 11 TO BE ADVISABLE, AND THEREFORE, THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” EACH OF PROPOSALS 3 THROUGH 11.
If you have become a stockholder since April 4, 2017:
Copies of the Proxy Statement, including the accompanying notice, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “Annual Report”) are enclosed with this letter and the accompanying notice, together with an updated proxy card.Please take a moment to vote your shares today by following the applicable instructions that appear on the enclosed proxy card regarding voting by internet, telephone or mail or by calling the Company’s proxy solicitor, Broadridge Investor Communication Solutions, Inc. (“Broadridge”), at (855) 976-3323.
If you were a stockholder on April 4, 2017:
IF YOU HAVE PREVIOUSLY VOTED YOUR SHARES AND DO NOT WISH TO CHANGE YOUR VOTE, no action is necessary. Unless we receive instructions from you to the contrary, we will vote your shares according to your instructions on your previously submitted proxy card or pursuant to your instructions previously submitted by telephone or through the internet.
IF YOU HAVE PREVIOUSLY VOTED YOUR SHARES AND WISH TO CHANGE YOUR VOTE OR APPLY YOUR PREVIOUSLY SUBMITTED VOTE INSTRUCTIONS TO SHARES ACQUIRED SINCE THE ORIGINAL RECORD DATE (INCLUDING PURSUANT TO THE COMPANY’S DISTRIBUTION REINVESTMENT PLAN), you may do so by casting a new vote as follows:
• | by mail by requesting a new proxy card, which is available by calling the Company’s proxy solicitor, Broadridge, at (855) 976-3323; |
• | in person at the Annual Meeting; |
• | via the internet atwww.proxyvote.com/NYCR at any time prior to 11:59 p.m. Eastern Time on September 6, 2017; or |
• | by telephone, by calling (800) 690-6903 at any time prior to 11:59 p.m. Eastern Time on September 6, 2017. |
IF YOU DID NOT PREVIOUSLY VOTE YOUR SHARES,please take a moment today to vote the shares you have not previously votedby following the applicable instructions that appear on the enclosed proxy card regarding voting by internet, telephone or mail or by calling Broadridge at (855) 976-3323. VOTING NOW WILL SAVE ADDITIONAL PROXY COSTS AND ELIMINATE PHONE CALLS TO YOU.
The information in this letter and the accompanying notice supplements the Proxy Statement and supplements any other information about the Annual Meeting previously delivered to you. Please read the Proxy Statement and this letter carefully for information concerning the proposals to be considered at the Annual Meeting when it is reconvened on September 7, 2017 at 4:00 p.m. Eastern Time. Proxies may be revoked at any time before they are exercised by submitting a revised proxy, by giving written notice of revocation to Broadridge, 51 Mercedes Way, Edgewood, NY 11717 or by voting in person at the Annual Meeting when it is reconvened. To request a new proxy card, please call Broadridge at (855) 976-3323.
Remember, your vote counts.
Thank you for your prompt attention to this matter.
Sincerely,
Edward M. Weil, Jr.
Executive Chairman, Chief Executive Officer, President and Secretary
405 Park Avenue, 4th Floor
New York, New York 10022
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on September 7, 2017
August 2, 2017
To the Stockholders of American Realty Capital New York City REIT, Inc.:
I am pleased to invite you to attend the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of American Realty Capital New York City REIT, Inc., a Maryland corporation (the “Company”) when we reconvene the meeting on September 7, 2017 at 4:00 p.m. Eastern Time at The Core Club, located at 66 E. 55th Street, New York, NY 10022.
The Annual Meeting was originally called to order on June 27, 2017 and reconvened and adjourned, on both July 19, 2017 and August 2, 2017, to permit further solicitation of votes to approve Proposals 3 through 11 to amend certain provisions of the Company’s charter as described in greater detail in the Company’s definitive proxy statement dated April 24, 2017 (as amended or supplemented from time to time, including by the letter accompanying this notice, the “Proxy Statement”).
The original record date for the Annual Meeting was the close of business on April 4, 2017. The Company’s board of directors has established the close of business on August 2, 2017 as the new record date for determining stockholders entitled to notice of and to vote at the Annual Meeting when it is reconvened on September 7, 2017 including any postponement or adjournment thereof.
For further information regarding Proposals 3 through 11, please carefully read the Proxy Statement, including any amendments or supplements thereto. We make proxy materials available to our stockholders on the internet. You can access proxy materials atwww.proxyvote.com/NYCR. You also may authorize your proxy via the internet or by telephone by following the instructions on that website. In order to authorize your proxy via the internet or by telephone, you must have the stockholder identification number that appears on the materials sent to you. If you attend the Annual Meeting when it is reconvened, you may vote in person if you wish, even if you previously have submitted your proxy.
You are cordially invited to attend the Annual Meeting when it is reconvened. Regardless of whether you own a few or many shares and whether you plan to attend the Annual Meeting when it is reconvened in person or not, it is important that your shares be voted on matters that come before the Annual Meeting. Your vote is important.
By Order of the Board of Directors,
Edward M. Weil, Jr.
Executive Chairman, Chief Executive Officer, President and Secretary