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): December 19, 2011
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-8122 | | 94-1424307 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 1551 North Tustin Avenue, Suite 300, Santa Ana, California 92705 |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (714) 667-8252
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On December 19, 2011, Robert McLaughlin resigned from the Board of Directors of Grubb & Ellis Company (the “Company”) for personal reasons.
At the time of his resignation, Mr. McLaughlin, 78 years old, was the Chairman of the Company’s Audit Committee and a member of the Company’s Compensation Committee. Mr. D. Fleet Wallace will replace Mr. McLaughlin as the Chairman of the Company’s Audit Committee and the Compensation Committee will now be comprised of two directors, Mr. Fleet Wallace and Mr. Rodger Young.
Mr. McLaughlin had been nominated for election as a director at the Company’s annual meeting of shareowners, which is scheduled for December 29, 2011 (the “Annual Meeting”). As disclosed in the Company’s Proxy Statement dated December 6, 2011, in connection with the Annual Meeting, in the event that any director nominee becomes unable or unwilling to serve, the shares represented by any proxies that are submitted will be voted for the election of such other person as the board of directors may recommend in his place.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly authorized and caused the undersigned to sign this Report on the Registrant’s behalf.
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| | | | GRUBB & ELLIS COMPANY |
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| | | | By: | | /s/ Michael J. Rispoli |
| | | | | | Michael J. Rispoli Executive Vice President and Chief Financial Officer |
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Dated: December 23, 2011
