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): April 22, 2020
PS BUSINESS PARKS, INC.
(Exact name of registrant as specified in its charter)
California
(State or Other Jurisdiction of Incorporation)
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1-10709 | 95-4300881 |
(Commission File Number) | (I.R.S. Employer Identification Number) |
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701 Western Avenue, Glendale, California | 91201-2349 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (818) 244-8080
N/A
(Former name or former address, if changed since last report)
____________________
Check the appropriate box 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):
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o | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
| Ticker Symbol |
| Name of Each Exchange on Which Registered |
Common Stock, $0.01 par value per share |
| PSB |
| New York Stock Exchange |
Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Stock, Series W, $0.01 par value |
| PSBPrW |
| New York Stock Exchange |
Depositary Shares Each Representing 1/1,000 of a 5.250% Cum Pref Stock, Series X, $0.01 par value |
| PSBPrX |
| New York Stock Exchange |
Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Stock, Series Y, $0.01 par value |
| PSBPrY |
| New York Stock Exchange |
Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Stock, Series Z, $0.01 par value |
| PSBPrZ |
| New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
(a) The Company’s annual meeting of shareholders was held on April 22, 2020.
(b) The three matters considered for a vote are described in detail in the Company’s proxy statement for the 2020 Annual Meeting filed with the Securities and Exchange Commission on March 20, 2020. The final results for the votes for each proposal are set forth below.
1. The shareholders elected 10 directors to the Board of Directors to hold office until the 2021 Annual Meeting or until their successors are duly qualified and elected. The votes for each nominee were as follows:
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Name |
| Votes For |
| Withheld |
| Broker Non-Votes |
Ronald L. Havner, Jr. | | 24,473,069 |
| 997,493 |
| 409,522 |
Maria R. Hawthorne |
| 25,358,201 |
| 112,361 |
| 409,522 |
Jennifer Holden Dunbar | | 25,275,516 |
| 195,046 |
| 409,522 |
James H. Kropp |
| 25,067,512 |
| 403,050 |
| 409,522 |
Kristy M. Pipes | | 25,429,357 |
| 41,205 |
| 409,522 |
Gary E. Pruitt |
| 25,413,943 |
| 56,619 |
| 409,522 |
Robert S. Rollo | | 25,415,387 |
| 55,175 |
| 409,522 |
Joseph D. Russell, Jr. |
| 25,281,565 |
| 188,997 |
| 409,522 |
Peter Schultz | | 25,224,526 |
| 246,036 |
| 409,522 |
Stephen W. Wilson |
| 25,429,418 |
| 41,144 |
| 409,522 |
2. The shareholders approved the advisory vote on executive compensation as follows:
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Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
25,272,141 |
| 170,388 |
| 28,033 |
| 409,522 |
3. The shareholders ratified the appointment of Ernst & Young LLP as PS Business Parks’ independent registered public accounting firm for the fiscal year ending December 31, 2020 as follows:
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Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
25,418,440 |
| 433,965 |
| 27,678 |
| -0- |
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.
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| PS BUSINESS PARKS, INC. |
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| Date: April 23, 2020 |
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| By: | /s/ Jeffrey D. Hedges |
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| Jeffrey D. Hedges |
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| Chief Financial Officer |
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