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 2, 2017
Columbia Property Trust, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-36113
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MD
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20-0068852
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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One Glenlake Parkway, Suite 1200
Atlanta, GA 30328
(Address of principal executive offices, including zip code)
(404) 465-2200
(Registrant's telephone number, including area code)
(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. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 2, 2017, Columbia Property Trust, Inc. (the “Company”) filed the Fifth Articles of Amendment (the “Charter Amendment”) to its Second Articles of Amendment and Restatement (the “Charter”) with the State Department of Assessments and Taxation of Maryland. The Charter Amendment amends Section 5.5 of Article V of the Charter to clarify that the Company’s stockholders have the power to amend Columbia’s bylaws and was approved by the Company’s stockholders at the Company’s 2017 annual meeting of stockholders held on May 2, 2017.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, which is attached hereto as Exhibits 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 2, 2017, the Company held its annual meeting of stockholders. The following matters were submitted to the stockholders for a vote:
The Company's stockholders elected the following individuals to its board of directors to serve until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified:
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Name
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Number of Shares
Voted For
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Number of Shares
Withheld
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Broker
Non-Votes
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Carmen M. Bowser
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75,963,581
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681,954
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27,198,396
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Charles R. Brown
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75,320,237
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1,325,298
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27,198,396
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Richard W. Carpenter
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75,269,676
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1,375,859
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27,198,396
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John L. Dixon
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75,674,590
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970,945
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27,198,396
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David B. Henry
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75,309,276
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1,336,259
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27,198,396
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Murray J. McCabe
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75,607,170
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1,038,365
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27,198,396
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E. Nelson Mills
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75,849,773
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795,762
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27,198,396
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Michael S. Robb
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75,865,925
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779,610
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27,198,396
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George W. Sands
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75,751,244
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894,291
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27,198,396
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Thomas G. Wattles
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75,930,114
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715,421
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27,198,396
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The Company's stockholders voted to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2017 as follows:
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Number of Shares
Voted For
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Number of Shares Voted Against
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Number of Shares Abstained
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102,952,750
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503,929
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387,252
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The Company's stockholders voted to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Company's 2017 proxy statement (the "Proxy Statement") as follows:
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Number of Shares
Voted For
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Number of Shares Voted Against
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Number of Shares Abstained
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Broker
Non-Votes
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73,976,143
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2,084,508
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584,884
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27,198,396
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The Company's stockholders voted to approve the Columbia Property Trust, Inc. Amended and Restated 2013 Long-Term Incentive Plan as disclosed in the Proxy Statement as follows:
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Number of Shares
Voted For
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Number of Shares Voted Against
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Number of Shares Abstained
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Broker
Non-Votes
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74,399,774
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1,662,727
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583,034
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27,198,396
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The Company's stockholders voted to approve the Charter Amendment as disclosed in the Proxy Statement as follows:
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Number of Shares
Voted For
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Number of Shares Voted Against
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Number of Shares Abstained
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Broker
Non-Votes
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75,752,560
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406,530
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486,445
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27,198,396
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Item 9.01. Financial Statements and Exhibits
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Exhibit Number
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Description
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3.1
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Fifth Articles of Amendment
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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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Columbia Property Trust, Inc.
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May 3, 2017
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By:
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/s/ Wendy W. Gill
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Wendy W. Gill
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Principal Accounting Officer
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Exhibit 3.1
COLUMBIA PROPERTY TRUST, INC.
ARTICLES OF AMENDMENT
Columbia Property Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST
: The charter of the Corporation (the “Charter”) is hereby amended by deleting the second sentence of Section 5.5 of Article V of the Charter in its entirety.
SECOND
: The amendment to the Charter as hereinabove set forth has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
THIRD
: 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 of perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Executive Vice President and Chief Financial Officer and attested by its Director - Legal Compliance and Transactions and Corporate Secretary on this 2nd day of May, 2017.
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ATTEST:
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COLUMBIA PROPERTY TRUST, INC.
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/s/ Debbie Newmark
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By:
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/s/ James A. Fleming
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(SEAL)
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Name:
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Debbie Newmark
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Name:
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James A. Fleming
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Title:
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Director - Legal Compliance and Transactions and Corporate Secretary
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Title:
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Executive Vice President and Chief Financial Officer
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