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 9, 2017
ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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1-12993
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95-4502084
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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385 East Colorado Boulevard, Suite 299
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Pasadena, California
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91101
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(626) 578-0777
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
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
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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.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On and effective
May 10, 2017
, Alexandria Real Estate Equities, Inc., a Maryland corporation (“Alexandria,” or the “Company”), filed (a) Articles Supplementary (the “Articles Supplementary”) and (b) Articles of Amendment (the “Articles of Amendment”) to its charter with the State Department of Assessments and Taxation of Maryland.
The Articles Supplementary reflect the reclassification into shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), of the authorized but unissued shares of the following series of preferred stock (the “Reclassified Preferred Stock”): the 9.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, the Series A Junior Participating Preferred Stock, par value $0.01 per share, the 9.10% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, the 8.375% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, and the 6.45% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share. There were no outstanding shares of Reclassified Preferred Stock. The Articles Supplementary were approved by the Company’s Board of Directors.
The Articles of Amendment (a) increase the number of shares of common stock, par value $0.01 per share, that the Company is authorized to issue from
100,000,000
shares to
200,000,000
shares, (b) make a corresponding increase in the aggregate par value of all the shares of stock having par value that the Company is authorized to issue and (c) eliminate the terms of certain series of Preferred Stock which had previously been reclassified as undesignated Preferred Stock. The charter amendment was described in the text of Proposal No. 4 in Alexandria’s proxy statement for its
2017
Annual Meeting of Stockholders (the “2017 Proxy Statement”) filed with the SEC on
April 7, 2017
. The charter amendment was advised by the Company’s Board of Directors and approved by Alexandria’s stockholders at the 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”).
The foregoing summary of the Articles Supplementary and Articles of Amendment is qualified in its entirety by reference to the Articles Supplementary filed as Exhibit 3.1 hereto and the Articles of Amendment filed as Exhibit 3.2 hereto.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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Alexandria held its
2017
Annual Meeting on
May 9, 2017
. At the
2017
Annual Meeting, there were present in person or by proxy
84,079,455
shares of Alexandria’s common stock, representing stockholders entitled to cast approximately
92%
of the total outstanding eligible votes and constituting a quorum. Set forth below are the voting results for the
five
proposals considered and voted upon at the
2017
Annual Meeting, all of which were described in the
2017
Proxy Statement:
1. Election of Directors
Alexandria’s stockholders elected, by the votes indicated below, each of the following
seven
persons to serve as directors of the Company until its
2018
Annual Meeting of Stockholders and until their successors are duly elected and qualify:
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Director
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For
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Withheld
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Joel S. Marcus
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77,656,838
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4,987,458
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Steven R. Hash
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64,060,529
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18,583,767
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John L. Atkins, III
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63,585,275
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19,059,021
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James P. Cain
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64,790,489
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17,853,807
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Maria C. Freire, Ph.D.
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64,471,409
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18,172,887
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Richard H. Klein
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64,035,538
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18,608,758
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James H. Richardson
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80,451,592
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2,193,004
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Broker non-votes (proxies that are uninstructed on a proposal and submitted by brokers or other nominees who lack discretionary authority to vote on the proposal absent instructions from the beneficial owner of shares of stock) totaled
1,434,859
for James H. Richardson and
1,435,159
for each of the other director nominees.
2. Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
Alexandria’s stockholders voted upon, on a non-binding, advisory basis, whether to approve the compensation of the Company’s named executive officers, as disclosed in Alexandria’s
2017
Proxy Statement.
67,819,788
votes were cast “for” the approval,
14,785,535
votes were cast “against” the approval and
38,973
votes abstained. Additionally, there were
1,435,159
broker non-votes for this proposal.
3. Non-binding Advisory Vote to Approve the Frequency of Future Non-binding, Advisory Stockholder Votes on the Compensation of the Company’s Named Executive Officers
Alexandria’s stockholders voted upon, on a non-binding, advisory basis, the frequency of the future non-binding, advisory stockholder votes on the compensation of the Company’s named executive officers, as disclosed in Alexandria’s
2017
Proxy Statement.
74,100,018
votes were cast for “1 year,”
10,679
votes were cast for “2 years,”
8,495,999
votes were cast for “3 years,” and
37,600
votes abstained. Additionally, there were
1,435,159
broker non-votes for this proposal.
The results of the stockholder vote with respect to the frequency of the advisory vote on executive compensation were consistent with the recommendation of Alexandria’s Board of Directors that such vote be held every year. Accordingly, the Company will hold an annual advisory say-on-pay vote until the next required vote on the frequency of stockholder votes on the compensation of executives.
4. Approval of the Amendment of the Company’s Charter
Alexandria’s stockholders voted to approve the Articles of Amendment of the Company described in Item 5.03 above and as disclosed in Alexandria’s 2017 Proxy Statement.
80,652,175
votes were cast “for” the amendment,
1,959,915
votes were cast “against” the amendment and
32,206
votes abstained. Additionally, there were
1,435,159
broker non-votes for this proposal.
5. Ratification of Appointment of Independent Public Registered Accountants
Alexandria’s stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accountants for the fiscal year ending December 31,
2017
.
80,584,620
votes were cast “for” the ratification,
3,462,062
votes were cast “against” the ratification and
32,473
votes abstained. Additionally, there were
300
broker non-votes for this proposal.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
3.1 Articles Supplementary, dated May 10, 2017, relating to Reclassified Preferred Stock.
3.2 Articles of Amendment of the Company, dated May 10, 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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ALEXANDRIA REAL ESTATE EQUITIES, INC.
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Date:
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May 12, 2017
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By:
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/s/ Dean A. Shigenaga
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Dean A. Shigenaga
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Chief Financial Officer
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EXHIBIT 3.1
ALEXANDRIA REAL ESTATE EQUITIES, INC.
ARTICLES SUPPLEMENTARY
Alexandria Real Estate Equities, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST
: Under a power contained in Article VI of the charter of the Corporation (the “Charter”), the Board of Directors, by duly adopted resolutions, reclassified and designated (a) all 1,610,000 authorized but unissued shares of the 9.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), (b) all 500,000 authorized but unissued shares of the Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Participating Preferred Stock”), (c) all 2,300,000 authorized but unissued shares of the 9.10% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), (d) all 5,750,000 authorized but unissued shares of the 8.375% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Shares”), and (e) all 5,200,000 authorized but unissued shares of the 6.45% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series E Preferred Shares” and, together with the Series A Preferred Stock, the Participating Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Reclassified Preferred Stock”), as shares of preferred stock, par value $.01 per share (“Preferred Stock”), with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of undesignated Preferred Stock as set forth in the Charter.
SECOND
: The shares of Reclassified Preferred Stock have been reclassified and designated by the Board of Directors under the authority contained in the Charter. There has been no increase in the authorized shares of stock of the Corporation effected by these Articles Supplementary.
THIRD
: These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
FOURTH
: The undersigned officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
-Signature page follows-
IN WITNESS WHEREOF
, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer this 9th day of May, 2017.
ATTEST: ALEXANDRIA REAL ESTATE EQUITIES, INC.
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/s/ Dean A. Shigenaga
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By:
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/s/ Joel S. Marcus
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Name: Dean Shigenaga
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Name: Joel S. Marcus
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Title: Chief Financial Officer
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Title: Chief Executive Officer
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EXHIBIT 3.2
ALEXANDRIA REAL ESTATE EQUITIES, INC.
ARTICLES OF AMENDMENT
Alexandria Real Estate Equities, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST
: Section 6.1 of the charter of the Corporation (the “Charter”) is hereby deleted in its entirety and the following is substituted in lieu thereof:
Section 6.1.
Authorized Shares
. The Corporation has authority to issue 500,000,000 shares of stock, consisting of 200,000,000 shares of Common Stock, $.01 par value per share (“Common Stock”), 100,000,000 shares of Preferred Stock, $.01 par value per share (“Preferred Stock”) (of which 10,000,000 shares are designated as 7.00% Series D Cumulative Convertible Preferred Stock, $.01 par value per share), and 200,000,000 shares of Excess Stock, $.01 par value per share (“Excess Stock”). The aggregate par value of all authorized shares of stock having par value is $5,000,000.
SECOND
: Sections 6.3(b) - (d) of the Charter are hereby deleted in their entirety. Section 6.3(a) of the Charter is hereby relettered as Section 6.3.
THIRD
: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Charter was 400,000,000 shares of stock, consisting of 100,000,000 shares of Common Stock, $.01 par value per share, 100,000,000 shares of Preferred Stock, $.01 par value per share (of which 10,000,000 shares were designated as 7.00% Series D Cumulative Convertible Preferred Stock), and 200,000,000 shares of Excess Stock, $.01 par value per share. The aggregate par value of all shares of stock having par value was $4,000,000.
FOURTH
: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 500,000,000
shares of stock, consisting of 200,000,000 shares of Common Stock, $.01 par value per share, 100,000,000 shares of Preferred Stock, $.01 par value per share (of which 10,000,000 shares are designated as 7.00% Series D Cumulative Convertible Preferred Stock), and 200,000,000 shares of Excess Stock, $.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $5,000,000.
FIFTH
: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Charter.
SIXTH
: The amendment to the Charter as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
SEVENTH
: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
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Signature page follows
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IN WITNESS WHEREOF,
the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by the undersigned Chief Executive Officer and attested by its Chief Financial Officer on this 9th day of May, 2017.
ATTEST: ALEXANDRIA REAL ESTATE EQUITIES, INC.
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/s/ Dean A. Shigenaga
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By:
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/s/ Joel S. Marcus
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Name: Dean Shigenaga
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Name: Joel S. Marcus
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Title: Chief Financial Officer
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Title: Chief Executive Officer
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