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, 2019
QTS Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland |
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001-36109 |
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46-2809094 |
(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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12851 Foster Street
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66213 |
(Address of principal executive offices) |
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(Zip Code) |
(913) 814-9988
Registrants telephone number, including area code:
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:
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))
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 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
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Trading Symbol |
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Name of each exchange on which registered: |
Class A common stock, $.01 par value |
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QTS |
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New York Stock Exchange |
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Preferred Stock, 7.125% Series A Cumulative Redeemable Perpetual, $0.01 par value |
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QTS PR A |
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New York Stock Exchange |
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Preferred Stock, 6.50% Series B Cumulative Convertible Perpetual, $0.01 par value |
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QTS PR B |
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New York Stock Exchange |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2019, QTS Realty Trust, Inc. (the Company) held its 2019 Annual Meeting of Stockholders (the Annual Meeting) at which the Companys stockholders approved an amendment (the Plan Amendment) to the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the 2013 Plan) to (A) increase the total number of shares of Class A common stock reserved for issuance under the 2013 Plan by 1,110,000 shares, (B) provide that the maximum number of shares that may be issued under the 2013 Plan to any person, other than a non-employee director, pursuant to a performance-based award is 750,000 shares in any single calendar year, (C) provide that the maximum number of shares that may be issued under the 2013 Plan to any person, other than a non-employee director, in the year they are first employed by the Company or any company affiliated with the Company, pursuant to an option or stock appreciation right (SAR), an award other than an option or SAR, or a performance award, shall, in each case, be three times the number of shares otherwise specified in the 2013 Plan for such award type, and (D) provide that the amount of total compensation, in the form of equity awards, valued at their grant date fair value, and cash, that can be paid to any non-employee director in a single calendar year shall not exceed $750,000, or, in the year they are first serving as a non-employee director, $1,000,000.
A copy of the Plan Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 9, 2019, at the Companys Annual Meeting, the stockholders approved an amendment (the Articles of Amendment) to the Companys Articles of Amendment and Restatement (the Charter) to permit the Company to opt out of Section 3-804(c) of the Maryland General Corporation Law (the MGCL), which is a provision of the Maryland Unsolicited Takeovers Act (MUTA) giving the board of directors exclusive control over filling vacancies on the board. This approval permits the Company to complete its previously announced full opt-out of MUTA. Also on May 9, 2019, following approval at the Annual Meeting, the Company filed the Articles of Amendment with the State Department of Assessments and Taxation of Maryland. With the stockholders approval of the opt-out of Section 3-804(c) and the filing of the Articles of Amendment, the Company has now fully opted out of MUTA and may not opt into any of the provision of MUTA without approval by the affirmative vote of stockholders holding a majority of the votes cast on the matter
The full text of the Articles of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, (i) ten directors were elected, (ii) the compensation paid to the Companys named executive officers was approved in an advisory vote, (iii) the appointment of Ernst & Young LLP (Ernst & Young) as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified, (iv) the Articles of Amendment to permit the Company to opt out of Section 3-804(c) of the MCGL were approved, and (v) the Plan Amendment was approved. The proposals are described in detail in the Companys Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 20, 2019. The final voting results for each proposal are set forth below.
Election of Directors
At the Annual Meeting, stockholders elected ten directors of the Company to serve until the 2020 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The table below sets forth the voting results for each director nominee:
Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Chad L. Williams |
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51,614,791 |
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2,591,317 |
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2,962,093 |
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John W. Barter |
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53,851,129 |
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354,979 |
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2,962,093 |
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William O. Grabe |
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52,969,055 |
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1,237,053 |
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2,962,093 |
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Catherine R. Kinney |
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52,607,016 |
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1,599,092 |
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2,962,093 |
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Peter A. Marino |
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52,766,433 |
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1,439,665 |
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2,962,093 |
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Scott D. Miller |
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53,315,072 |
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891,036 |
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2,962,093 |
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Mazen Rawashdeh |
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54,054,701 |
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151,407 |
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2,962,093 |
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Wayne M. Rehberger |
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53,983,414 |
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222,694 |
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2,962,093 |
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Philip P. Trahanas |
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53,422,753 |
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783,355 |
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2,962,093 |
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Stephen E. Westhead |
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52,433,905 |
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1,772,203 |
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2,962,093 |
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Advisory Vote to Approve Named Executive Officer Compensation
At the Annual Meeting, the Companys stockholders voted on a non-binding resolution to approve the compensation of the Companys named executive officers. The table below sets forth the voting results for this proposal:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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41,763,034 |
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12,414,706 |
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28,368 |
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2,962,093 |
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Ratification of Ernst & Young as the Companys Independent Registered Public Accounting Firm
At the Annual Meeting, the Companys stockholders ratified the appointment of Ernst & Young as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019. The table below sets forth the voting results for this proposal:
Votes For |
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Votes Against |
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Abstentions |
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56,823,963 |
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282,615 |
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61,623 |
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Amendment of the Companys Charter to Opt Out of Section 3-804(c) of the MGCL
At the Annual Meeting, the Companys stockholders approved the Articles of Amendment to permit the Company to opt out of Section 3-804(c) of the MGCL. The table below sets forth the voting results for this proposal:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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54,090,549 |
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88,104 |
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27,455 |
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2,962,093 |
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Amendment of the 2013 Plan
At the Annual Meeting, the Companys stockholders approved the Plan Amendment. The table below sets forth the voting results for this proposal:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
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51,217,288 |
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2,955,313 |
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33,507 |
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2,962,093 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
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Exhibit Description |
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3.1 |
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Articles of Amendment to the Articles of Amendment and Restatement of QTS Realty Trust, Inc. |
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10.1 |
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Amendment No. 3 to QTS Realty Trust, Inc. 2013 Equity Incentive Plan |
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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QTS Realty Trust, Inc. |
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By: |
/s/ Shirley E. Goza |
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Shirley E. Goza |
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Secretary, Vice President and General Counsel |
May 9, 2019
QTS REALTY TRUST, INC.
ARTICLES OF AMENDMENT
QTS REALTY TRUST, INC., a Maryland corporation (the Company ), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST : Section 4.2 of Article IV of the Articles of Amendment and Restatement, as amended, of the Company filed on October 7, 2013 (the Charter ) hereby is amended by deleting such Section 4.2 and replacing it in its entirety with the following:
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Section 4.2 Number of Directors . The number of directors constituting the entire Board of Directors is currently set at ten (10), but may hereafter be increased or decreased by the Board of Directors in accordance with the provisions set forth in the Bylaws, but shall never be fewer than the minimum number required by the Maryland General Corporation Law (the MGCL ) nor more than fifteen (15).
It shall not be necessary to list in this Charter the names of any directors hereinafter elected.
Except as may be provided by the Board of Directors in setting the terms of any class or series of stock, any and all vacancies on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until a successor is elected and qualifies.
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SECOND : The amendment to the Charter as set forth above has been duly approved and advised by the Board of Directors of the Company and approved by the stockholders of the Company as required by law.
THIRD : There has been no increase in the authorized stock of the Company effected by the amendment to the Charter as set forth above.
FOURTH : The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption were not changed by the foregoing amendment.
FIFTH : The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Company and as to all matters of 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.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF , QTS Realty Trust, Inc. has caused these Articles of Amendment to be executed under seal in its name and on its behalf by the undersigned officer, and attested to by its Secretary, on this 9th day of May, 2019.
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QTS REALTY TRUST, INC. |
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By: |
/s/ Chad L. Williams |
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Chad L. Williams |
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Chief Executive Officer |
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Attest: |
/s/ Shirley E. Goza |
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Shirley E. Goza |
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General Counsel and Secretary |
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Return Address:
QTS Realty Trust, Inc.
12851 Foster Street
Overland Park, Kansas 66213
AMENDMENT #3 TO
QTS REALTY TRUST, INC.
2013 EQUITY INCENTIVE PLAN
1. Section 4.1 of the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the Plan) is hereby amended to delete Section 4.1 in its entirety and replace it with the following:
4.1 Number of Shares Available for Awards.
Subject to adjustment as provided in Section 18 , effective May 9, 2019, the number of Shares available for issuance under the Plan shall be increased by One Million, One Hundred Ten Thousand (1,110,000) Shares to a total of Five Million, Eight Hundred Sixty Thousand (5,860,000). Subject to adjustment as provided in Section 18 , the number of Shares available for issuance as Incentive Share Options shall be Five Million, Eight Hundred Sixty Thousand (5,860,000). Shares issued or to be issued under the Plan shall be authorized but unissued shares or treasury Shares or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee.
2. Section 6.2 of the Plan is hereby amended to delete Section 6.2 in its entirety and replace it with the following:
6.2 Limitation on Shares Subject to Awards and Cash Awards.
During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act and the transition period under Treasury Regulation Section 1.162-27(f)(2) has lapsed or does not apply:
(i) the maximum number of Shares subject to Options or SARs that can be granted under the Plan to any person eligible for an Award under Section 6 , other than an Outside Director, is four hundred fifty thousand (450,000) Shares in a calendar year;
(ii) the maximum number of Shares that can be granted under the Plan pursuant to an Award subject to time-based vesting, other than pursuant to an Option or SARs, to any person eligible for an Award under Section 6 , other than an Outside Director, is two hundred twenty-five thousand (225,000) Shares in a calendar year;
(iii) the maximum number of Shares that can be granted under the Plan pursuant to any Performance Award to any to any person eligible for an Award under Section 6 , other than an Outside Director, is seven hundred fifty thousand (750,000) Shares in a calendar year;
(iv) notwithstanding the foregoing, the maximum number of Shares subject to Awards that can be granted under the Plan to any person eligible for an Award under Section 6 , other than an Outside Director, in the calendar year that the person is first employed by the Company or its
Affiliates shall be three times the number set forth in each of paragraphs (i), (ii) and (iii) above;
(v) the total value of the Awards granted during a single calendar year to any Outside Director (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes), taken together with any cash retainers paid to such Outside Director during the calendar year, shall not exceed seven hundred fifty thousand Dollars ($750,000); provided, that in any calendar year that an Outside Director is first providing Service as an Outside Director, the foregoing limit shall be one million Dollars ($1,000,000); and
(vi) the maximum amount that may be paid as an Annual Incentive Award in a calendar year to any person eligible for an Award, other than an Outside Director, shall be five million Dollars ($5,000,000) and the maximum amount that may be paid as a cash-settled Performance Award in respect of a performance period by any person eligible for an Award, other than an Outside Director, shall be five million Dollars ($5,000,000).
The preceding limitations in this Section 6.2 are subject to adjustment as provided in Section 18 .
3. This Amendment shall become effective upon receipt of the necessary approval of the stockholders of QTS Realty Trust, Inc. (the Company) at the Companys 2019 Annual Meeting of Stockholders.
4. Except as set forth above, the terms of the Plan shall be unchanged.
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QTS Realty Trust, Inc. |
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By: |
/s/ Shirley E. Goza |
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Name: |
Shirley E. Goza |
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Title: |
Vice President, Secretary and General Counsel |