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 |