SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2014
WINTHROP REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
| | Ohio | |
| | (State or Other Jurisdiction of Incorporation) | |
| 001-06249 | | 34-6513657 |
| (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | |
| 7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts | 02114 |
| (Address of Principal Executive Offices) | (Zip Code) |
| | | |
| | (617) 570-4614 | |
| (Registrant's Telephone Number, Including Area Code) |
| n/a |
| (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 obligations of the registrant under any of the following provisions
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 20, 2014, Winthrop Realty Trust (“Winthrop”) held its Annual Meeting of Shareholders. At the meeting, holders of Winthrop’s common shares of beneficial interest (“Shareholders”) voted on the three proposals described in detail in Winthrop’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2014. On the record date of March 25, 2014, there were 36,409,710 common shares of beneficial interest of Winthrop (“Common Shares”) issued and outstanding and eligible to vote and a total of 32,299,136 Common Shares were present at the meeting, in person or by proxy, representing approximately 88.7% of the outstanding Common Shares entitled to vote at such meeting. The results of the meeting were as follows:
| Nominee | | For | | | Against | | | Abstain | | | Broker Non-Votes | |
| | | | | | | | | | | | | |
| Michael L. Ashner | | | 26,320,670 | | | | 220,924 | | | | - | | | | 5,757,542 | |
| Arthur Blasberg, Jr. | | | 26,333,796 | | | | 207,798 | | | | - | | | | 5,757,542 | |
| Howard Goldberg | | | 26,328,227 | | | | 213,367 | | | | - | | | | 5,757,542 | |
| Thomas McWilliams | | | 26,415,832 | | | | 125,762 | | | | - | | | | 5,757,542 | |
| Lee Seidler | | | 26,421,055 | | | | 120,539 | | | | - | | | | 5,757,542 | |
| Carolyn Tiffany | | | 26,339,345 | | | | 202,249 | | | | - | | | | 5,757,542 | |
| Steven Zalkind | | | 26,415,893 | | | | 125,701 | | | | - | | | | 5,757,542 | |
| | 2. | Ratification of PricewaterhouseCoopers LLP as the Trust’s independent registered public accounting firm for 2014: |
| For | Against | Abstain |
| 32,249,875 | 21,942 | 27,318 |
| | 3. | The Shareholders cast their votes with respect to the advisory vote on executive compensation as set forth below: |
| For | Against | Abstain | Broker Non-Votes |
| 25,518,138 | 642,936 | 380,519 | 5,757,542 |
| | 4. | The Shareholders cast their votes with respect to the advisory vote on the frequency of future advisory votes on executive compensation as set forth below: |
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| 14,087,319 | 58,785 | 11,910,417 | 484,941 | 5,757,542 |
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 on this 21st day of May, 2014.
| | WINTHROP REALTY TRUST | |
| | | | |
| | By: | /s/ Michael L. Ashner | |
| | | Michael L. Ashner | |
| | | Chairman and Chief Executive Officer | |
| | | | |
