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, 2016

 

 

DCT INDUSTRIAL TRUST INC.

DCT INDUSTRIAL OPERATING PARTNERSHIP LP

(Exact Name of Registrants as Specified In Charter)

 

 

 

Maryland (DCT Industrial Trust Inc.)

Delaware (DCT Industrial Operating Partnership LP)

 

001-33201

333-195185

 

82-0538520

82-0538522

(State or Other Jurisdiction
of Incorporation of Organization)
  (Commission
File Number)
 

(I.R.S. Employer

Identification No.)

 

518 17 th  Street, Suite 800

Denver, CO

  80202
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (303) 597-2400

 

 

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 (see General Instructions A.2.):

 

¨ 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 May 4, 2016, DCT Industrial Trust Inc. (the “Company”) held its annual meeting of stockholders in Denver, Colorado (the “Annual Meeting”). As of the record date, there were a total of 88,545,784 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter, as applicable.

(a) Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2017 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal, were as follows:

 

Names of Directors

   For      Against      Abstain      Broker Non-Votes  

Philip L. Hawkins

     78,954,043         394,710         93,891         3,171,650   

Marilyn A. Alexander

     79,009,380         339,448         93,816         3,171,650   

Thomas F. August

     79,098,179         249,968         94,497         3,171,650   

John S. Gates, Jr.

     78,615,560         733,177         93,907         3,171,650   

Raymond B. Greer

     79,096,395         250,810         95,439         3,171,650   

Tripp H. Hardin

     75,518,077         3,829,795         94,772         3,171,650   

John C. O’Keeffe

     78,806,472         542,141         94,031         3,171,650   

Bruce L. Warwick

     77,574,452         524,379         1,343,813         3,171,650   

Based on the votes set forth above, each of the foregoing persons was duly elected to serve as a director for a term expiring at the annual meeting of stockholders in 2017 and until his or her respective successor has been duly elected and qualified or until his or her earlier resignation or removal.

(b) Votes regarding a non-binding, advisory resolution approving the compensation of the Company’s named executive officers, were as follows:

 

For   Against   Abstain   Broker Non-Votes
72,698,554   5,236,447   1,507,643   3,171,650

Based on the votes set forth above, the non-binding, advisory resolution approving the compensation of the Company’s named executive officers was approved by the Company’s stockholders.

(c) Votes regarding the ratification of the audit committee’s appointment of Ernst & Young LLP as independent registered public accounting firm for 2016, were as follows:

 

For   Against   Abstain
82,306,520   211,222   96,552

Based on the votes set forth above, the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company to serve for the fiscal year ending December 31, 2016 was duly ratified by the Company’s stockholders.


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.

 

DCT INDUSTRIAL TRUST INC.

By:

 

/s/ John G. Spiegleman

Name:   John G. Spiegleman
Title:   Executive Vice President and General Counsel

Date: May 10, 2016

 

DCT INDUSTRIAL OPERATING
PARTNERSHIP LP
By:   DCT Industrial Trust Inc., its general partner
By:  

/s/ John G. Spiegleman

Name:   John G. Spiegleman
Title:   Executive Vice President and General Counsel

Date: May 10, 2016

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