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 4, 2010
Cousins Properties Incorporated
(Exact name of registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation)
001-11312
(Commission File Number)
58-0869052
(IRS Employer Identification Number)
191 Peachtree Street NE, Suite 3600, Atlanta, Georgia 30303-1740
(Address of principal executive offices)
Registrant’s telephone number, including area code: (404) 407-1000
Not applicable
(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 Securities 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))
 
 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 4, 2010, Cousins Properties Incorporated (the “Company”) held its annual meeting of shareholders. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The following matters were submitted to a vote of the shareholders.
Votes regarding the election of nine directors for a term expiring in 2011 were as follows:
                         
                    Broker Non-  
Name   For     Withheld     Votes  
Erskine B. Bowles
    81,546,220       956,371       7,211,186  
 
                       
Tom G. Charlesworth
    60,113,154       22,389,437       7,211,186  
 
                       
James D. Edwards
    81,533,617       968,974       7,211,186  
 
                       
Lawrence L. Gellerstedt III
    81,338,059       1,164,532       7,211,186  
 
                       
Lillian C. Giornelli
    52,775,607       29,726,984       7,211,186  
 
                       
S. Taylor Glover
    81,358,135       1,144,456       7,211,186  
 
                       
James H. Hance, Jr.
    79,731,981       2,770,610       7,211,186  
 
                       
William B. Harrison, Jr.
    81,532,283       970,308       7,211,186  
 
                       
William Porter Payne
    80,476,898       2,025,693       7,211,186  
Votes on a proposal to amend the Company’s Restated Articles of Incorporation, as amended, to increase the number of shares of common stock authorized for issuance from 150 million to 250 million shares were as follows:
         
For   Against   Abstentions
76,258,186
  12,992,420   463,171
Votes on a proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 were as follows:
         
For   Against   Abstentions
88,436,662   1,043,265   233,850
Item 8.01 Other Events.
As described above, on May 4, 2010, the shareholders of the Company approved an amendment (the “Amendment”) to the Company’s Restated Articles of Incorporation, as amended, to increase the number of shares of common stock authorized for issuance from 150 million to 250 million. The Amendment was filed with the Secretary of State of the State of Georgia on May 4, 2010. The Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

 

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed herewith:
     
Exhibit No.   Description
3.1
  Articles of Amendment to Restated Articles of Incorporation of Cousins Properties Incorporated, dated May 4, 2010

 

 

Signatures
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
Date: May 10, 2010
  COUSINS PROPERTIES INCORPORATED
  		 
  By:   /s/ Robert M. Jackson    
    Robert M. Jackson   
    Senior Vice President, General Counsel and Corporate Secretary   

 

         
Exhibit 3.1
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
COUSINS PROPERTIES INCORPORATED
     Cousins Properties Incorporated, a corporation organized under the laws of the State of Georgia, hereby certifies as follows
     1. The name of the corporation is Cousins Properties Incorporated (the “Corporation”).
     2. Pursuant to Section 14-2-1003 of the Georgia Business Corporation Code, these Articles of Amendment amend the Restated Articles of Incorporation of the Corporation, as amended. These Articles of Amendment were duly adopted by the shareholders of the Corporation in accordance with the provisions of Section 14-2-1003 of the Georgia Business Corporation Code on May 4, 2010.
     3. The Restated Articles of Incorporation of the Corporation as heretofore amended or supplemented are hereby further amended by amending paragraph A. to Article 4 to increase the number of shares of Common Stock, $1 par value per share, authorized for issuance from 150 million shares to 250 million shares. Paragraph A. to Article 4 shall hereafter read in its entirety as follows:
     “A. The Corporation shall have the authority to issue 250 million shares of Common Stock, $1 par value per share. Each share of Common Stock shall have one vote on each matter submitted to a vote of the shareholders of the Corporation. The holders of shares of Common Stock shall be entitled to receive, in proportion to the number of shares of Common Stock held, the net assets of the Corporation upon dissolution after any preferential amounts required to be paid or distributed to holders of outstanding shares of Preferred Stock, if any, are so paid or distributed.”

 

 

     IN WITNESS WHEREOF, Cousins Properties Incorporated has caused this Articles of Amendment to be executed, and its execution thereof to be attested, all by its duly authorized officers this 4 th day of May, 2010.
         
  COUSINS PROPERTIES INCORPORATED
  		 
  By:   /s/ Lawrence L. Gellerstedt III    
    Name:   Lawrence L. Gellerstedt III   
    Title:   President and Chief Executive Officer   
 
         
Attest:
  		   
By:   /s/ Robert M. Jackson      
  Name:   Robert M. Jackson     
  Title:   Senior Vice President, General Counsel and Corporate Secretary