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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): May 27, 2014
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Cole Credit Property Trust IV, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Maryland
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000-54939
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27-3148022
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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2325 East Camelback Road, Suite 1100, Phoenix, Arizona 85016
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(Address of principal executive offices)
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(Zip Code)
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(602) 778-8700
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(Registrant’s telephone number, including area code)
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None
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(Former name or former address, if changed since last report)
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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))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On May 27, 2014, the stockholders of Cole Credit Property Trust IV, Inc. (the “Company”), by an absolute majority of all votes entitled to be cast on the proposal at the 2014 Annual Meeting of Stockholders of the Company (the “2014 Annual Meeting”), approved an amendment to the Company’s charter (the “Charter Amendment”). For a description of the Charter Amendment, see the Company’s Definitive Proxy Statement, as filed with the Securities and Exchange Commission on April 8, 2014. The Charter Amendment was filed with the Maryland State Department of Assessments and Taxation and became effective on M
ay 29, 2014
. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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The Company held the 2014 Annual Meeting on May 27, 2014. Two proposals were on the agenda for the 2014 Annual Meeting: Proposal 1, to elect three directors to hold office until the Company’s 2015 Annual Meeting of Stockholders and until their successors are duly elected and qualify; and Proposal 2, to consider and vote upon the Charter Amendment, as described in Item 5.03 above.
At the 2014 Annual Meeting, with respect to Proposal 1, all nominees standing for election as directors were elected to serve until the 2015 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The voting results for each of the three persons nominated were as follows:
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Nominee
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Votes For
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Votes Withheld
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Nicholas S. Schorsch
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154,230,852.67
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4,660,884.11
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Lawrence S. Jones
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154,243,802.56
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4,647,934.22
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J. Marc Myers
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154,227,565.43
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4,664,171.35
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No broker non-votes were cast in the election of directors.
Proposal 2 required the affirmative vote of a majority of all votes entitled to be cast at the 2014 Annual Meeting in favor of the proposal. Based upon the percentage of the total shares of the Company voted with respect to the approval of the Charter Amendment, the requisite vote was not established at the initial convening of the 2014 Annual Meeting. To permit additional time to solicit stockholder votes solely with respect to this proposal, the 2014 Annual Meeting was adjourned until Tuesday, May 27, 2014 at 3:30 p.m., Eastern time, at The CORE: Club located at 66 East 55th Street, New York, New York 10022.
At the reconvened 2014 Annual Meeting, as described in Item 5.03 above, Proposal 2 received favorable votes from an absolute majority of all votes entitled to be cast on the proposal, and the Charter Amendment was approved. The voting results with respect to Proposal 2 were as follows:
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Votes For
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Votes Against
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Abstentions
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148,829,364.22
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2,562,261.64
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9,753,593.17
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No broker non-votes were cast in the approval of the Charter Amendment. No other proposals were submitted to a vote of the Company’s stockholders at the 2014 Annual Meeting.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
Number
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Description
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3.1
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Second Articles of Amendment of Cole Credit Property Trust IV, Inc.
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SIGNATURE
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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Dated: June 2, 2014
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COLE CREDIT PROPERTY TRUST IV, INC.
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By:
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/s/ Gavin B. Brandon
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Name:
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Gavin B. Brandon
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Title:
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Senior Vice President of Accounting
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Principal Accounting Officer
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Exhibit Index
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Exhibit
Number
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Description
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3.1
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Second Articles of Amendment of Cole Credit Property Trust IV, Inc.
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COLE CREDIT PROPERTY TRUST IV, INC.
SECOND ARTICLES OF AMENDMENT
Cole Credit Property Trust IV, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST
: The charter of the Corporation (the “Charter”) is hereby amended by deleting existing Section 11.2 of Article XI in its entirety and substituting in lieu thereof a new Section 11.2 to read as follows:
Section 11.2
Voting Rights of Stockholders
. Subject to the provisions of any class or series of Capital Stock then outstanding and the mandatory provisions of any applicable laws or regulations, the Stockholders shall be entitled to vote only on the following matters: (a) election or removal of Directors, without the necessity for concurrence by the Board, as provided in Sections 11.1, 7.4 and 7.11 hereof; (b) amendment of the Charter as provided in Article XIII hereof; (c) dissolution of the Corporation without the necessity for concurrence by the Board; (d) merger or consolidation of the Corporation, or the sale or other disposition of all or substantially all of the Corporation’s assets; and (e) such other matters with respect to which the Board of Directors has adopted a resolution declaring that a proposed action is advisable and directing that the matter be submitted to the Stockholders for approval or ratification. Except with respect to the foregoing matters, no action taken by the Stockholders at any meeting shall in any way bind the Board. Without the approval of a majority of the Shares entitled to vote on the matter, the Board may not (i) amend the Charter to materially and adversely affect the rights, preferences and privileges of the Stockholders; (ii) amend provisions of the Charter relating to Director qualifications, fiduciary duties, liability and indemnification, conflicts of interest, investment policies or investment restrictions; (iii) liquidate or dissolve the Corporation other than before the initial investment in Property; (iv) sell all or substantially all of the Corporation’s assets other than in the ordinary course of business or as otherwise permitted by law; (v) cause the merger of the Corporation or any subsidiary of the Corporation with the Advisor or any Affiliate of the Advisor that would have the effect of the Corporation acquiring the management functions performed by the Advisor or its Affiliate; (vi) cause the purchase by the Corporation of all or substantially all of the assets of the Advisor or any Affiliate of the Advisor that would have the effect of the Corporation acquiring the management functions performed by the Advisor or its Affiliate; (vii) cause the Corporation to engage in a Liquidity Event, as defined below, in which consideration would be paid to the Advisor or any Affiliate of the Advisor other than (y) pursuant to the terms of the Advisory Agreement or the Corporation’s agreement with the Dealer Manager or (z) where the Advisor or any Affiliate of the Advisor receives consideration in its capacity as a Stockholder of the Corporation on the same terms as other Stockholders of the Corporation who own the same class of Capital Stock; or (viii) cause any other merger or similar reorganization of the Corporation except as permitted by law. For purposes of this Section 11.2, the term “Liquidity Event” shall mean (i) a Listing or the receipt by the Stockholders of securities that are listed on a national securities exchange in exchange for Common Shares; (ii) a sale or merger of the Corporation in a transaction in which the Stockholders receive or have the option to receive cash, securities redeemable for cash, and/or securities that are listed on a national securities exchange; and (iii) the sale of all or substantially all of the Corporation’s assets for cash or other consideration.
SECOND
: The amendment to the Charter as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation entitled to vote thereon as required by law.
THIRD
: The undersigned acknowledges these Second 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 for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Second Articles of Amendment to be signed in its name and on its behalf by its Executive Vice President, Chief Financial Officer and Treasurer and attested to by its Secretary on this 29
th
day of May, 2014.
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ATTEST:
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COLE CREDIT PROPERTY TRUST IV, INC.
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/s/ Matthew E. Stoloff
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By:
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/s/ D. Kirk McAllaster, Jr.
(SEAL)
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Name:
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Matthew E. Stoloff
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Name:
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D. Kirk McAllaster, Jr.
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Title:
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Secretary
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Title:
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Executive Vice President, Chief Financial Officer
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and Treasurer
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