ALEXANDRIA REAL ESTATE EQUITIES, INC. (NYSE:ARE-E) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ALEXANDRIA REAL ESTATE EQUITIES, INC. (NYSE:ARE-E) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On and effective May 10, 2017, Alexandria Real Estate Equities,
Inc., a Maryland corporation (Alexandria, or the Company), filed
(a) Articles Supplementary (the Articles Supplementary) and (b)
Articles of Amendment (the Articles of Amendment) to its charter
with the State Department of Assessments and Taxation of
Maryland.
The Articles Supplementary reflect the reclassification into
shares of preferred stock, par value $0.01 per share (the
Preferred Stock), of the authorized but unissued shares of the
following series of preferred stock (the Reclassified Preferred
Stock): the 9.50% Series A Cumulative Redeemable Preferred Stock,
par value $0.01 per share, the Series A Junior Participating
Preferred Stock, par value $0.01 per share, the 9.10% Series B
Cumulative Redeemable Preferred Stock, par value $0.01 per share,
the 8.375% Series C Cumulative Redeemable Preferred Stock, par
value $0.01 per share, and the 6.45% Series E Cumulative
Redeemable Preferred Stock, par value $0.01 per share. There were
no outstanding shares of Reclassified Preferred Stock. The
Articles Supplementary were approved by the Companys Board of
Directors.
The Articles of Amendment (a) increase the number of shares of
common stock, par value $0.01 per share, that the Company is
authorized to issue from 100,000,000>shares to
200,000,000>shares, (b) make a corresponding increase in the
aggregate par value of all the shares of stock having par value
that the Company is authorized to issue and (c) eliminate the
terms of certain series of Preferred Stock which had previously
been reclassified as undesignated Preferred Stock. The charter
amendment was described in the text of Proposal No. 4 in
Alexandrias proxy statement for its 2017>Annual Meeting of
Stockholders (the 2017 Proxy Statement) filed with the SEC on
April 7, 2017. The charter amendment was advised by the Companys
Board of Directors and approved by Alexandrias stockholders at
the 2017 Annual Meeting of Stockholders (the 2017 Annual
Meeting).
The foregoing summary of the Articles Supplementary and Articles
of Amendment is qualified in its entirety by reference to the
Articles Supplementary filed as Exhibit 3.1 hereto and the
Articles of Amendment filed as Exhibit 3.2 hereto.
Item 5.07
Submission of Matters to a Vote of Security Holders.
Alexandria held its 2017>Annual Meeting on May 9, 2017. At the
2017>Annual Meeting, there were present in person or by proxy
84,079,455>shares of Alexandrias common stock, representing
stockholders entitled to cast approximately 92%>of the total
outstanding eligible votes and constituting a quorum. Set forth
below are the voting results for the five>proposals considered
and voted upon at the 2017>Annual Meeting, all of which were
described in the 2017>Proxy Statement:
1. Election of Directors
Alexandrias stockholders elected, by the votes indicated below,
each of the following seven>persons to serve as directors of
the Company until its 2018>Annual Meeting of Stockholders and
until their successors are duly elected and qualify:
Director
For
Withheld
Joel S. Marcus
77,656,838
4,987,458
Steven R. Hash
64,060,529
18,583,767
John L. Atkins, III
63,585,275
19,059,021
James P. Cain
64,790,489
17,853,807
Maria C. Freire, Ph.D.
64,471,409
18,172,887
Richard H. Klein
64,035,538
18,608,758
James H. Richardson
80,451,592
2,193,004
Broker non-votes (proxies that are uninstructed on a proposal and
submitted by brokers or other nominees who lack discretionary
authority to vote on the proposal absent instructions from the
beneficial owner of shares of stock) totaled 1,434,859>for
James H. Richardson and 1,435,159>for each of the other
director nominees.
2. Non-binding Advisory Vote to Approve the Compensation of the
Companys Named Executive Officers
Alexandrias stockholders voted upon, on a non-binding, advisory
basis, whether to approve the compensation of the Companys named
executive officers, as disclosed in Alexandrias 2017>Proxy
Statement. 67,819,788>votes were cast for the approval,
14,785,535>votes were cast against the approval and
38,973>votes abstained. Additionally, there were
1,435,159>broker non-votes for this proposal.
3. Non-binding Advisory Vote to Approve the Frequency of Future
Non-binding, Advisory Stockholder Votes on the Compensation of
the Companys Named Executive Officers
Alexandrias stockholders voted upon, on a non-binding, advisory
basis, the frequency of the future non-binding, advisory
stockholder votes on the compensation of the Companys named
executive officers, as disclosed in Alexandrias 2017>Proxy
Statement. 74,100,018>votes were cast for 1 year,
10,679>votes were cast for 2 years, 8,495,999>votes were
cast for 3 years, and 37,600>votes abstained. Additionally,
there were 1,435,159>broker non-votes for this proposal.
The results of the stockholder vote with respect to the frequency
of the advisory vote on executive compensation were consistent
with the recommendation of Alexandrias Board of Directors that
such vote be held every year. Accordingly, the Company will hold
an annual advisory say-on-pay vote until the next required vote
on the frequency of stockholder votes on the compensation of
executives.
4. Approval of the Amendment of the Companys Charter
Alexandrias stockholders voted to approve the Articles of
Amendment of the Company described in Item 5.03 above and as
disclosed in Alexandrias 2017 Proxy Statement.
80,652,175>votes were cast for the amendment, 1,959,915 votes
were cast against the amendment and 32,206>votes abstained.
Additionally, there were 1,435,159 broker non-votes for this
proposal.
5. Ratification of Appointment of Independent Public Registered
Accountants
Alexandrias stockholders voted to ratify the appointment of Ernst
Young LLP as the Companys independent registered public
accountants for the fiscal year ending December 31, 2017.
80,584,620>votes were cast for the ratification,
3,462,062>votes were cast against the ratification and
32,473>votes abstained. Additionally, there were 300>broker
non-votes for this proposal.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
3.1 Articles Supplementary, dated May 10, 2017, relating to
Reclassified Preferred Stock.
3.2 Articles of Amendment of the Company, dated May 10, 2017.


ALEXANDRIA REAL ESTATE EQUITIES, INC. (NYSE:ARE-E) Recent Trading Information

ALEXANDRIA REAL ESTATE EQUITIES, INC. (NYSE:ARE-E) closed its last trading session at 24.99 with 1,688 shares trading hands.

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