Current Report Filing (8-k)
March 15 2017 - 4:09PM
Edgar (US Regulatory)
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): March 14, 2017
BRT
REALTY TRUST
(Exact
name of Registrant as specified in charter)
Massachusetts
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|
001-07172
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13-2755856
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(State
or other jurisdiction of
incorporation)
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|
(Commission
file No.)
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(IRS
Employer
I.D. No.)
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60
Cutter Mill Road, Suite 303, Great Neck, New York
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11021
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(Address
of principal executive offices)
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(Zip
code)
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Registrant's
telephone number, including area code:
516-466-3100
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 Instruction A.2. below):
☐ 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))
Section
5 – Corporate Governance and Management
Item
5.07 Submission of Matters to a Vote of Security Holders.
At our annual meeting of shareholders held
on March 14, 2017, proposals 1,2A, 2B, 2C, 2D,2E, 2F, 3, 4 and 6 presented to shareholders were approved and with respect to
proposal 5, shareholders selected three years as the frequency of future shareholder “say-on-pay” votes. The
proposals are described in detail in our proxy statement/prospectus dated January 17, 2017. Set forth below is a summary of
the proposals and the voting results with respect thereto.
Proposal
1
To
approve and adopt an amendment to BRT Realty Trust’s (“Old BRT’s”) Third Amended and Restated Declaration
of Trust, which clarifies that Old BRT may convert its form and jurisdiction of organization:
For
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Against
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Abstain
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Broker
Non-Votes
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10,876,754
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449,502
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1,493
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1,696,835
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Proposal
2A
To
approve the conversion of Old BRT from a business trust organized under the laws of the Commonwealth of Massachusetts to a corporation
named BRT Apartments Corp. (‘‘New BRT’’) incorporated under the laws of the state of Maryland (the ‘‘Conversion’’),
in accordance with and pursuant to the terms of the Plan of Conversion dated December 8, 2016 (the ‘‘Conversion Plan’’):
For
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Against
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Abstain
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Broker
Non-Votes
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10,334,823
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991,433
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1,493
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1,696,835
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Proposal
2B
To
approve the provisions of the articles of incorporation of New BRT to be in effect immediately following the Conversion (the ‘‘New
BRT Charter’’) restricting the ownership and transfer of New BRT’s capital stock, as more fully described in
the proxy statement/prospectus:
For
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Against
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Abstain
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Broker
Non-Votes
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10,766,156
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560,181
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1,412
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1,696,835
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|
Proposal
2C
To
approve a provision of the New BRT Charter providing that directors may be removed only for cause and only by the vote of at least
two-thirds of all votes entitled to be cast generally in the election of directors:
For
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Against
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Abstain
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Broker
Non-Votes
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10,015,786
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1,306,851
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5,112
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1,696,835
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|
Proposal
2D
To
approve a provision of the bylaws of New BRT to be in effect immediately following the Conversion (the ‘‘New BRT Bylaws’’)
providing for the election of New BRT directors in uncontested elections by a majority of the votes cast:
For
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Against
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Abstain
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Broker
Non-Votes
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11,273,366
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23,535
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30,849
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1,696,835
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Proposal
2E
To
approve a provision of the New BRT Bylaws providing that action required or permitted to be taken at a shareholders’ meeting
may be taken without a meeting if unanimous consent to such action is given by all shareholders entitled to vote on such matter:
For
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Against
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Abstain
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Broker
Non-Votes
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10,322,361
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947,980
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57,409
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1,696,835
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Proposal
2F
To
approve a provision of the New BRT Bylaws providing that the threshold required for New BRT shareholders to call a special meeting
of shareholders is a majority of all votes entitled to be cast at such meeting:
For
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Against
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Abstain
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Broker
Non-Votes
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10,086,173
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1,216,288
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25,288
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1,696,835
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Proposal
3
To
elect the trustees named below for a three year term:
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For
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Against
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Abstain
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Broker
Non-Votes
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Fredric H. Gould
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11,262,263
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61,192
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4,294
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1,696,835
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Gary Hurand
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10,835,961
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483,894
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7,894
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1,696,835
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Elie Weiss
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11,257,294
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62,522
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7,933
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1,696,835
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Proposal
4
To
approve, by non-binding vote, executive compensation of Old BRT for the fiscal year ended September 30, 2016:
For
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Against
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Abstain
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Broker
Non-Votes
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10,920,283
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113,196
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294,270
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1,696,835
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Proposal
5
To
approve, by non-binding vote, the frequency of future non-binding votes on executive compensation:
One Year
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Two Years
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Three Years
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Abstain
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Broker
Non Votes
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2,532,614
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21,377
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8,430,781
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342,977
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1,696,835
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Proposal
6
To
ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending September 30,
2017:
For
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Against
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Abstain
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12,960,270
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8,214
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56,100
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In
light of the results with respect to Proposal 5, we have determined that the next shareholder advisory vote on executive compensation
will be held in connection with the 2020 Annual Meeting of Shareholders.
Section
8-Other Events
Item
8.01. Other Events
We
currently anticipate that the Conversion will be completed on March 18, 2017, at 12:01 a.m., eastern time.
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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BRT
REALTY TRUST
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Date:
March 15, 2017
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By:
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/s/
David W. Kalish
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David
W. Kalish
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Senior
Vice President – Finance
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5
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