QTS Realty Trust,Inc. (NYSE:QTS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

On May4, 2017, QTS Realty Trust,Inc. (the Company) held its 2017
Annual Meeting of Stockholders (the Annual Meeting) at which the
Companys stockholders approved the 2017 Amended and Restated QTS
Realty Trust,Inc. Employee Stock Purchase Plan (the 2017 ESPP),
effective as of July1, 2017. The 2017 ESPP amends and restates
the QTS Realty Trust,Inc. Employee Stock Purchase Plan (the
Existing Plan).

The 2017 ESPP provides, among other things, that: (1)eligible
employees may purchase shares of the Companys common stock at up
a 10% discount on the price of a share either at the beginning or
end of a purchase period, provided that the committee designated
to administer the plan will, in advance of each purchase period,
determine the exact amount of the discount and the basis on which
the discount will be applied (as compared to no discount under
the Existing ESPP), (2)shares purchased under the 2017 ESPP will
be subject to a one-year holding period (as compared to no
holding period under the Existing ESPP), and (3)the 2017 ESPP
will remain in existence for a term of ten years commencing on
July1, 2017, or until its earlier termination by the board of
directors of the Company. Eligible employees who elect to
participate in the 2017 ESPP must fund their purchases through
payroll deductions of up to $1,000 per paycheck. The 2017 ESPP
does not increase the number of shares available for issuance
under the Existing Plan, which was 240,879 as of April30, 2017.

A description of the 2017 ESPP is set forth in the Companys
Definitive Proxy Statement on Schedule 14A for the Annual
Meeting, which was filed with the Securities and Exchange
Commission on March20, 2017 (the Proxy Statement), and is
incorporated herein by reference. The foregoing description is
qualified in its entirety by reference to the 2017 ESPP, which is
attached as Appendix A to the Proxy Statement and incorporated
herein by reference.

At the Annual Meeting, (i)eight directors were elected, (ii)the
compensation paid to the Companys named executive officers was
approved in an advisory vote, (iii)the Companys 2017 ESPP was
approved, and (iv)the appointment of Ernst Young LLP (Ernst
Young) as the Companys independent registered public accounting
firm for the fiscal year ending December31, 2017 was ratified.
The proposals are described in detail in the Companys Proxy
Statement for the Annual Meeting, which was filed with the
Securities and Exchange Commission on March20, 2017. 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 2018 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:

Advisory Vote to Approve Named Executive Officer
Compensation

At the Annual Meeting, the Companys stockholders voted on a
non-binding resolution to approve the compensation of the
Companys named executive officers. The table below sets forth the
voting results for this proposal:

Vote to Approve the 2017 Amended and Restated QTS Realty
Trust,Inc. Employee Stock Purchase Plan

At the Annual Meeting, the Companys stockholders voted to approve
the 2017 ESPP. The table below sets forth the voting results for
this proposal:

Ratification of Ernst Young as the Companys Independent
Registered Public Accounting Firm

At the Annual Meeting, the Companys stockholders ratified the
appointment of Ernst Young as the Companys independent registered
public accounting firm for the fiscal year ending December31,
2017. The table below sets forth the voting results for this
proposal:

About QTS Realty Trust, Inc. (NYSE:QTS)

QTS Realty Trust, Inc. (QTS) is a provider of secure, compliant data center solutions, hybrid cloud and fully managed services. The Company owns, develops and operates carrier-neutral and multi-tenant data centers. Its data centers are facilities that house the network and computer equipment of multiple customers and provide access to a range of communications carriers. The Company has an integrated platform through which it owns and operates its data centers and provides a range of information technology (IT) infrastructure solutions. Its spectrum of core data center products is referred to as 3Cs, which consists of Custom Data Center (C1), Colocation (C2), and Cloud and Managed Services (C3). Its 3C integrated technology platform provides information technology solutions for Web and information technology applications. Its data centers facilities are used by its customers to house, power and cool the networking equipment and computer systems that support their business processes.

QTS Realty Trust, Inc. (NYSE:QTS) Recent Trading Information

QTS Realty Trust, Inc. (NYSE:QTS) closed its last trading session up +0.29 at 50.04 with 397,161 shares trading hands.