UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 3, 2021
STAG INDUSTRIAL, INC.
(Exact name of registrant specified in its charter)
| Maryland | 001-34907 | 27-3099608 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
One Federal Street, 23rd Floor
Boston, Massachusetts 02110
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (617) 574-4777
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:
¨ 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))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Title of each class | Trading symbols |
Name of each exchange on which
registered |
||
| Common Stock, $0.01 par value | STAG | New York Stock Exchange |
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 and Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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. ¨
| ITEM 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On May 3, 2021, STAG Industrial, Inc. (the “Company”) held its annual meeting of stockholders. The matters on which the stockholders voted, in person or by proxy, were:
| 1. | the election of nine directors to hold office until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021; and |
| 3. | the approval, by non-binding vote, of the Company’s executive compensation. |
The nine nominees were elected, the ratification of the appointment of the independent registered public accounting firm was approved and executive compensation was approved. The results of the voting were as follows:
Proposal 1: Election of Directors:
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Benjamin S. Butcher | 118,889,936 | 4,672,893 | 839,530 | 15,153,835 | ||||
| Jit Kee Chin | 123,280,101 | 403,178 | 719,080 | 15,153,835 | ||||
| Virgis W. Colbert | 120,510,675 | 3,046,129 | 845,555 | 15,153,835 | ||||
| Michelle Dilley | 122,202,623 | 1,491,676 | 708,060 | 15,153,835 | ||||
| Jeffrey D. Furber | 120,809,364 | 2,747,192 | 845,803 | 15,153,835 | ||||
| Larry T. Guillemette | 121,211,549 | 2,347,146 | 843,664 | 15,153,835 | ||||
| Francis X. Jacoby III | 120,846,762 | 2,714,215 | 841,382 | 15,153,835 | ||||
| Christopher P. Marr | 122,279,922 | 1,275,148 | 847,289 | 15,153,835 | ||||
| Hans S. Weger | 121,217,766 | 2,338,873 | 845,720 | 15,153,835 |
Proposal 2: Ratification of Appointment of Independent Registered Public Accountants:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 135,525,817 | 3,918,731 | 111,646 | -0- |
Proposal 3: Approval of Executive Compensation:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 119,837,817 | 3,987,355 | 577,187 | 15,153,835 |
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.
| STAG INDUSTRIAL, INC. | ||
| By: | /s/ Jeffrey M. Sullivan | |
| Jeffrey M. Sullivan | ||
| Executive Vice President, General Counsel | ||
| and Secretary | ||
| Dated: May 7, 2021 | ||