Current Report Filing (8-k)
April 26 2017 - 6:01AM
Edgar (US Regulatory)
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
25
,
2017
____________________
PS BUSINESS PARKS, INC.
(Exact name of registrant as specified in its charter)
____________________
California
(State or Other Jurisdiction of Incorporation)
1-10709
|
95-4300881
|
(Commission File Number)
|
(I.R.S. Employer Identification Number)
|
701 Western Avenue, Glendale, California
|
91201-23
4
9
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(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):
☐
|
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))
|
☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02.
Results of Operations and Financial Conditions
On
April
2
5,
2017, PS Business Parks reported
its results of operations and financial condition for
the quarter ended
March
31,
201
7
.
The full text of the press release is furnished as exhibit 99.1 to this Current Report on Form 8-K. The information in Item 2.02 and Exhibit 99.1 are being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) The Company’s annual meeting of
s
hareholders was held
on April 25
,
2017
.
(b)
The
four
matters considered
for a vote are described in detail in the Compan
y’s proxy statement for the 2017
Annual Meeting filed with the Securities and Exchange
Commission on
March 23
,
201
7
.
The final results for the votes for each proposal are set forth below.
1
. The shareholders
elected
nine
directors
to the Board of Directo
rs to hold office until the 2018
Annual Meeting or until their successors are duly qualified and elected. The votes for each nominee were as follows:
|
|
|
|
|
|
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Name
|
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Votes For
|
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Withheld
|
|
Broker Non-Votes
|
Ronald L. Havner, Jr.
|
|
2
0,652,428
|
|
5,060,128
|
|
521,053
|
Maria R. Hawthorne
|
|
25,639,266
|
|
73,290
|
|
521,053
|
Jennifer Holden Dunbar
|
|
25,632,968
|
|
79,588
|
|
521,053
|
James H. Kropp
|
|
25,535,404
|
|
177,152
|
|
521,053
|
Sara Grootwassink Lewis
|
|
25,518,809
|
|
193,747
|
|
521,053
|
Gary E. Pruitt
|
|
25,591,564
|
|
120,992
|
|
521,053
|
Robert S. Rollo
|
|
25,620,910
|
|
91,646
|
|
521,053
|
Joseph D. Russell, Jr.
|
|
25,574,220
|
|
138,336
|
|
521,053
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Peter Schultz
|
|
25,641,764
|
|
70,792
|
|
521,053
|
2. The shareholders approved the advisory vote on executive compensation as follows:
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|
|
|
|
|
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Votes For
|
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Votes Against
|
|
Abstain
|
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Broker Non-Votes
|
23,379,012
|
|
2,200,107
|
|
133,434
|
|
521,056
|
3
.
The
shareholders
voted
to hold future advisory votes to approve executive compensation
annually
as follows:
|
|
|
|
|
|
|
|
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Votes For 1 year
|
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Votes For 2 years
|
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Votes For 3 years
|
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Abstain
|
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Broker Non-Votes
|
22,285,865
|
|
3,305
|
|
3,372,662
|
|
50,722
|
|
521,055
|
4. 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, 2017 as follows:
|
|
|
|
|
|
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Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Votes
|
26,133,800
|
|
97,779
|
|
2,030
|
|
-0-
|
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 9
9.
1: Press release dated April 25
,
2017
.
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 2
5, 2017
|
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By
:
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/s/ Edward A. Stokx
|
|
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Edward A. Stokx
|
|
|
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit No.
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Description
|
|
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99.1
|
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PS Business Parks, In
c. Earnings Press Release
dated
April
2
5, 2017
.
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