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): May 17, 2018
LIBERTY PROPERTY TRUST
LIBERTY PROPERTY LIMITED PARTNERSHIP
(Exact name of registrant specified in its charter)
Maryland |
| 1-13130 |
| 23-7768996 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
500 Chesterfield Parkway |
| 19355 |
(Address of principal executive offices) |
| (Zip Code) |
Registrants’ telephone, including area code: (610) 648-1700
(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):
o Written communications pursuant to Rule 425 under the Section Act (17 CFR 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)).
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 17, 2018, at the 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”) of Liberty Property Trust (the “Trust”), the shareholders of the Trust voted on (1) the election of nine trustees to hold office until 2019, (2) an advisory vote to approve the compensation of the Trust’s named executive officers, (3) an amendment to the Trust’s Amended and Restated Declaration of Trust to clarify the right of the Trust’s shareholders to amend the Trust’s bylaws and (4) the ratification of the selection of Ernst & Young LLP as the Trust’s independent registered public accounting firm for 2018. The voting results on these proposals were as follows:
Proposal 1. Election of nine trustees to hold office until 2019.
Nominee |
| Votes For |
| Withheld |
| Broker Non-Votes |
|
Thomas C. DeLoach, Jr. |
| 110,947,225 |
| 7,928,803 |
| 6,605,163 |
|
Katherine Elizabeth Dietze |
| 116,045,312 |
| 2,830,716 |
| 6,605,163 |
|
Antonio F. Fernandez |
| 117,161,110 |
| 1,714,918 |
| 6,605,163 |
|
Daniel P. Garton |
| 110,556,391 |
| 8,319,637 |
| 6,605,163 |
|
Robert G. Gifford |
| 118,177,240 |
| 698,788 |
| 6,605,163 |
|
William P. Hankowsky |
| 108,818,715 |
| 10,057,313 |
| 6,605,163 |
|
David L. Lingerfelt |
| 111,672,225 |
| 7,203,803 |
| 6,605,163 |
|
Marguerite M. Nader |
| 118,409,265 |
| 466,763 |
| 6,605,163 |
|
Fredric J. Tomczyk |
| 117,132,653 |
| 1,743,375 |
| 6,605,163 |
|
Proposal 2. Advisory vote to approve the compensation of the Trust’s named executive officers.
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
109,350,871 |
| 9,247,295 |
| 277,862 |
| 6,605,163 |
Proposal 3. Approval of the amendment to the Trust’s Amended and Restated Declaration of Trust to clarify the right of the Trust’s shareholders to amend the Trust’s bylaws.
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
118,665,772 |
| 82,655 |
| 127,601 |
| 6,605,163 |
Proposal 4. Approval of the proposal to ratify the selection of Ernst & Young LLP as the Trust’s independent registered public accounting firm for 2018.
Votes For |
| Votes Against |
| Abstentions |
| Broker Non-Votes |
120,414,224 |
| 4,983,310 |
| 83,657 |
| 0 |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Board of Trustees (the “Board”) of the Trust adopted an amendment to the Trust’s First Amended and Restated Bylaws (the “Bylaws”) in May 2017 to provide shareholders the power to alter, amend or repeal any provision of the Bylaws and to make new bylaw provisions. On May 17, 2018, the Board approved a new amendment to Article XIV of the Bylaws to revise the
scope of the ability of the shareholders of the Trust to alter, amend or repeal the Bylaws or to make any new Bylaws by requiring the shareholders to obtain Board approval to alter, amend or repeal the indemnification provisions of Article XII of the Bylaws (“Article XII”) or the amendment provision set forth in Article XIV of the Bylaws (“Article XIV”) or adopt any new provision of the Bylaws inconsistent with Article XII or Article XIV. The foregoing description of the amendment to the Bylaws does not purport to be complete and is subject to, and qualified in its entirety by, reference to the amendment to the Bylaws. The amended Bylaws are effective as of May 17, 2018 and are attached as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit Number |
| Exhibit Title |
|
|
|
3.1 |
| Liberty Property Trust First Amended and Restated Bylaws, as amended on May 17, 2018 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIBERTY PROPERTY TRUST | |
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| By: | /s/ Herman C. Fala |
|
| Name: Herman C. Fala |
|
| Title: Secretary and General Counsel |
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| LIBERTY PROPERTY | |
| LIMITED PARTNERSHIP | |
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| By: | Liberty Property Trust, its sole |
|
| General Partner |
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| By: | /s/ Herman C. Fala |
|
| Name: Herman C. Fala |
|
| Title: Secretary and General Counsel |
Dated: May 21, 2018