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, 2015

 

QTS Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland   001-36109   46-2809094

(State or other jurisdiction

of incorporation)

 

 

(Commission

File No.)

 

 

(I.R.S. Employer

Identification No.)

 

 

 

12851 Foster Street 

Overland Park, KS  

  66213
(Address of principal executive offices)   (Zip Code)

 

(913) 814-9988

Registrant’s 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:

 

¨   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))

 

 
 

  

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 4, 2015, QTS Realty Trust, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) at which the stockholders approved an amendment to the QTS Realty Trust, Inc. 2013 Equity Incentive Plan (the “2013 Plan”) to increase the number of shares available for issuance thereunder by 3,000,000, so that the number of shares available for issuance under the 2013 Plan is 4,750,000, and add certain additional authorized performance measures and approve the material terms for payment of performance-based compensation thereunder for purposes of Section 162(m) of the Internal Revenue Code (the “Plan Amendment”). The board of directors of the Company approved the Plan Amendment, subject to stockholder approval, on March 3, 2015. Except as amended by the Plan Amendment, the remaining terms of the 2013 Plan remain in full force and effect.

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, stockholders (i) elected eight directors, (ii) ratified the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 and (iii) approved the Plan Amendment. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 19, 2015 and the full text of the Plan Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K. The final voting results for each proposal are set forth below.

 

Election of Directors

At the Annual Meeting, stockholders elected eight directors of the Company to serve until the 2016 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   Votes For   Votes Withheld   Broker Non-Votes
Chad L. Williams   37,132,433   69,904   1,742,084
John W. Barter   37,189,551   12,786   1,742,084
William O. Grabe   37,190,047   12,290   1,742,084
Catherine R. Kinney   37,136,483   65,854   1,742,084
Peter A. Marino   37,189,050   13,287   1,742,084
Scott D. Miller   37,189,551   12,786   1,742,084
Philip P. Trahanas   37,190,652   11,685   1,742,084
Stephen E. Westhead   37,189,655   12,682   1,742,084

 

Ratification of Ernst & Young as the Company’s independent registered public accounting firm

 

At the Annual Meeting, the Company’s stockholders ratified the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The table below sets forth the voting results for this proposal:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
38,809,989   130,078   4,354   --

 

 
 

 

Approval of Amendment to the 2013 Plan

 

At the Annual Meeting, the Company’s stockholders approved the Plan Amendment. The table below sets forth the voting results for this proposal:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
36,794,695   354,023   53,619   1,742,084

 

Item 9.01 Financial Statements and Exhibits.

 

  (a)  Not applicable.
  (b)  Not applicable.
  (c)  Not applicable.
  (d)  The following exhibits are filed as part of this report:

 

Exhibit

Number  

  Exhibit Description
   
10.1   Amendment #2 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.

 

  QTS Realty Trust, Inc.
   
  By:   /s/ Shirley E. Goza
    Shirley E. Goza
    Secretary and General Counsel

May 5, 2015

 

 
 

 

EXHIBIT LIST

 

 

Exhibit

Number  

  Exhibit Description
   
10.1   Amendment #2 to QTS Realty Trust, Inc. 2013 Equity Incentive Plan

 

 

Exhibit 10.1

 

AMENDMENT #2 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 , the number of Shares available for issuance under the Plan shall be Four Million, Seven Hundred Fifty Thousand (4,750,000). Subject to adjustment as provided in Section 18 , the number of Shares available for issuance as Incentive Share Options shall be Four Million, Seven Hundred Fifty Thousand (4,750,000). 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 14.6.4 of the Plan is hereby amended to delete Section 14.6.4 in its entirety and replace it with the following:
“14.6.4 Performance Measures.

The performance goals upon which the payment or vesting of a Performance or Annual Incentive Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance Measures, with or without adjustment:

(a) funds from operations;
(b) adjusted funds from operations;
(c) pretax earnings, net earnings, net income, operating earnings and/or net operating income;
(d) earnings per share;
(e) share price, including growth measures and total shareholder return;
(f) earnings before interest and taxes;
(g) earnings before interest, taxes, depreciation and/or amortization;
(h) adjusted earnings before interest, taxes, depreciation and/or amortization;
(i) monthly recurring revenue;
(j) return measures, including return on assets, capital, investment, equity, sales or revenue;
(k) cash flow, including operating cash flow, free cash flow, cash flow return on equity and cash flow return on investment;
(l) booked-not-billed balances;
(m) leasing measures, including rental churn;
(n) targets with regard to our product offering;
(o) expense targets;
(p) market share;
(q) financial ratios as provided in credit agreements of the Company and its subsidiaries;
(r) working capital targets;
(s) completion of asset acquisitions, dispositions or development and/or achievement of acquisition, disposition or development goals;
(t) revenues under management;

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(u) distributions to shareholders;
(v) customer satisfaction measures;
(w) net promoter scores;
(x) employee diversification measures;
(y) employee satisfaction measures;
(z) employee retention measures; and
(aa) any combination of any of the foregoing business criteria.

Business criteria may be (but are not required to be) measured on a basis consistent with U.S. Generally Accepted Accounting Principles.

Any Performance Measure(s) may be used to measure the performance of the Company, Subsidiary, and/or Affiliate as a whole or any business unit of the Company, Subsidiary, and/or Affiliate or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparable companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (f) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Section 14 .”

3. This Amendment shall become effective upon receipt of the necessary approval of the stockholders of QTS Realty Trust, Inc. (the “Company”) at the Company’s 2015 Annual Meeting of Stockholders.
4. Except as set forth above, the terms of the Plan shall be unchanged.

QTS Realty Trust, Inc.
 
/s/ Shirley E. Goza

By: Shirley E. Goza
Title: Secretary & General Counsel

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