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): June 16, 2015

Jones Lang LaSalle Income Property Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland
 
000-51948
 
20-1432284
 
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS employer
Identification No.)
 
 
 
 
 
 
 
200 East Randolph Drive, Chicago, IL
 
60601
 
 
   (Address of principal executive offices)
 
(Zip Code)
 
 
 
 
 
 
 
Registrant’s telephone number, including area code: (312) 782-5800
 
 
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:
¨
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 5.07 — Submission of Matters to a Vote of Security Holders.
On June 16, 2015, Jones Lang LaSalle Income Property Trust, Inc. (the “ Company ”) held its annual meeting of stockholders at 200 East Randolph Drive, Chicago, Illinois 60601 (the “ Annual Meeting ”). Stockholders representing shares, or 90.0%, of the outstanding shares of the Company’s common stock, $0.01 par value per share (the “ Common Stock ”), outstanding as of March 26, 2015 (the “ Record Date ”) were present in person or were represented at the meeting by proxy.
The purpose of this meeting was to consider and vote upon the following three proposals:
1.
To elect seven individuals to the board of directors for the ensuing year and until their successors are elected and qualify;
2.
to consider and vote upon a proposal to amend a provision of our Second Articles of Amendment and Restatement to comply with a request from a state securities administrator; and
3.
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015.

At the Annual Meeting, the stockholders elected all seven director nominees, amended the Second Articles of Amendment and Restatement and ratified the appointment of KPMG LLP. The votes cast with respect to each proposal were as follows:
 
Votes For
Votes Withheld
Total
Proposal 1: Election of Directors
 
 
 
Lynn C. Thurber
45,889,823
535,143
46,424,966
Virginia G. Breen
45,965,721
459,245
46,424,966
Jonathan B. Bulkeley
45,931,886
493,080
46,424,966
R. Martel Day
45,889,823
535,143
46,424,966
Jacques N. Gordon
45,909,856
515,110
46,424,966
Jason B. Kern
45,926,110
498,856
46,424,966
William E. Sullivan
45,899,461
525,505
46,424,966
 
Votes For
Votes Against
Abstentions
Proposal 2: Charter Amendment
25,793,645
50,214
183,426
Proposal 3: Ratification of KPMG LLP Appointment
45,726,029
254,593
444,344

Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
 
Description
3.1
 
Second Articles of Amendment to the Second Articles of Amendment and Restatement of Jones Lang LaSalle Income Property Trust, Inc.





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.
JONES LANG LASALLE INCOME PROPERTY TRUST, INC.


By:      /s/ C. ALLAN SWARINGEN            
Name: C. Allan Swaringen
Title: Chief Executive Officer and President

Date: June 18, 2015




EXHIBIT INDEX

Exhibit Number
 
Description
3.1
 
Second Articles of Amendment to the Second Articles of Amendment and Restatement of Jones Lang LaSalle Income Property Trust, Inc.






EXHIBIT 3.1
SECOND ARTICLES OF AMENDMENT TO
THE SECOND ARTICLES OF AMENDMENT AND RESTATEMENT OF
JONES LANG LASALLE INCOME PROPERTY TRUST, INC.

Jones Lang LaSalle Income Property Trust, Inc., a Maryland corporation (the “ Corporation ”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST : The Second Articles of Amendment and Restatement of the Corporation (the “ Articles ”) are hereby amended by deleting the existing definition of Roll-Up Transaction in Article IV of the Articles in its entirety and substituting in lieu thereof the following definition to read as follows:
“ Roll-Up Transaction . The term “Roll-Up Transaction” shall mean a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Corporation and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:
(a) a transaction involving securities of the Corporation that have been Listed for at least twelve months; or
(b) a transaction involving the conversion to corporate, trust or association form of only the Corporation, if, as a consequence of the transaction, there will be no significant adverse change in any of the following:
(i) voting rights of the holders of Common Shares;
(ii) the term of existence of the Corporation;
(iii) Sponsor or Advisor compensation; or
(iv) the Corporation’s investment objectives.”
SECOND : The amendments to the Articles as set forth above have been duly approved by at least a majority of the Board of Directors and approved by the stockholders of the Corporation as required by law.
THIRD : The undersigned acknowledges these Second Articles of Amendment to the Articles 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.
FOURTH : Except as amended hereby, the rest and remainder of the Articles shall be and remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused these Second Articles of Amendment to the Second Articles of Amendment and Restatement to be executed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Secretary on this 16th day of June, 2015.
ATTEST:
JONES LANG LASALLE INCOME PROPERTY TRUST, INC.
By:     /s/ Gordon G. Repp                          
By:    /s/ C. Allan Swaringen                   
Gordon G. Repp
C. Allan Swaringen
Secretary
Chief Executive Officer and President