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
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 17, 2016, Winthrop Realty Trust (“Winthrop”) held its Annual Meeting of Shareholders. At the meeting, holders of Winthrop’s common shares of beneficial interest voted on the two proposals described in detail in Winthrop’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2016. On the record date of March 29, 2016, there were 36,425,084 common shares of beneficial interest of Winthrop (“Common Shares”) issued and outstanding and eligible to vote and a total of 29,856,407 Common Shares were present at the meeting, in person or by proxy, representing approximately 81.97% 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 | 23,677,506 | 706,861 | - | 5,472,040 |
Arthur Blasberg, Jr. | 23,702,011 | 682,356 | - | 5,472,040 |
Howard Goldberg | 20,575,275 | 3,809,092 | - | 5,472,040 |
Thomas McWilliams | 20,593,009 | 3,791,358 | - | 5,472,040 |
Lee Seidler | 23,667,612 | 736,755 | - | 5,472,040 |
Carolyn Tiffany | 23,698,899 | 685,468 | - | 5,472,040 |
Steven Zalkind | 20,345,968 | 4,038,399 | - | 5,472,040 |
| 2. | Ratification of PricewaterhouseCoopers LLP as the Trust’s independent registered public accounting firm for the fiscal year ending on the earlier of the completion of Winthrop’s liquidation or December 31, 2016: |
For | Against | Abstain |
29,194,734 | 44,421 | 617,252 |
Item 8.01 Other Items.
PSW NYC LLC (“PSW”), an entity in which Winthrop holds a 22.5% interest (increasing to approximately 32% upon the occurrence of certain events), is a plaintiff in a matter entitled PSW NYC LLC v. BANK OF AMERICA, N.A., as Trustee for the Registered Holders of Wachovia Bank Commercial Mortgage Trust 2007-C30, acting by and through its Special Servicer, CWCapital Asset Management LLC, BANK OF AMERICA, N.A., as Trustee for the Registered Holders of COBALT CMBS Commercial Trust 2007-C2, acting by and through CWCapital Asset Management LLC pursuant to the authority granted under that certain Amended and Restated Co-Lender agreement dated March 12, 2007,U.S. BANK NATIONAL ASSOCIATION, as Trustee for the Registered holders of Wachovia Bank Commercial Mortgage Trust 2007-C31, ML-CFC Commercial Mortgage Trust 2007-5,ML-CFC Commercial Mortgage Trust 2007-6, acting by and through CWCapital Asset Management LLC pursuant to the authority granted under that certain Amended and Restated Co-Lender agreement dated March 12, 2007,PCV-M HOLDINGS LLC, and CWCAPITAL ASSET MANAGEMENT LLC, in its individual capacity. Supreme Court of the State of New York, County of New York, Index No. 650390/2016 (the “Stuy Town Litigation”).
On January 24, 2016, PSW commenced the Stuy Town Litigation seeking damages for breach of contract and fraud relating to PSW’s assignment of its ownership interest in three mezzanine loans indirectly secured by the Peter Cooper Village and Stuyvesant Town residential apartment complexes in New York City. The complaint also seeks declaratory relief concerning the defendants’ computation of certain default interest and yield maintenance charges purportedly due under the senior loan on the property as well as indemnification for PSW’s attorney’s fees. The Defendants’ have served a motion to dismiss this action and PSW has cross moved for summary judgment. Defendants have also served a motion seeking sanctions for filing a frivolous action. Oral argument on the motions is scheduled for August 23, 2016.
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 18th day of May, 2016.