ALEXANDRIA REAL ESTATE EQUITIES, INC. (NYSE:ARE-E) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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ALEXANDRIA REAL ESTATE EQUITIES, INC. (NYSE:ARE-E) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Alexandria Real Estate Equities, Inc. (“Alexandria”) held its 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”) on May22, 2018. At the 2018 Annual Meeting, Alexandria’s stockholders approved the amendment and restatement of the Alexandria Real Estate Equities, Inc. Amended and Restated 1997 Stock Award and Incentive Plan (as amended and restated, the “Amended 1997 Incentive Plan”). Alexandria’s Board of Directors approved the Amended 1997 Incentive Plan in April 2018, subject to, and effective upon, approval by Alexandria’s stockholders at the 2018 Annual Meeting. The primary purposes of the amendment and restatement are to:

(i)

decrease the aggregate number of shares of Alexandria’s common stock reserved for issuance available for grant from 3,631,394 shares to 3,000,000 shares;

(ii)

eliminate the “fungible share counting” structure of the share reserve so that each share issued to any type of award reduces the share reserve by one share.

A more detailed summary of the changes adopted in the Amended 1997 Incentive Plan is set forth in Alexandria’s definitive proxy statement for the 2018 Annual Meeting, filed with the Securities and Exchange Commission on April20, 2018 (the “2018 Proxy Statement”). The foregoing summary and the summary contained in the 2018 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended 1997 Incentive Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 5.02 by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

As noted above in Item 5.02, Alexandria held its 2018 Annual Meeting on May22, 2018. At the 2018 Annual Meeting, there were present in person or by proxy 95,419,953 shares of Alexandria’s common stock, representing stockholders entitled to cast approximately 93% of the total outstanding eligible votes and constituting a quorum. Set forth below are the voting results for the four proposals considered and voted upon at the 2018 Annual Meeting, all of which were described in the 2018 Proxy Statement:

1.Election of Directors

Alexandria’s stockholders elected, by the votes indicated below, eight persons to serve as directors of Alexandria until its 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualify. The following sets forth the results of the voting with respect to each candidate:

Director

For

Against

Abstained

Broker Non-Vote (1)

Joel S. Marcus

90,652,524

2,918,373

26,668

1,822,388

Steven R. Hash

91,020,009

2,550,781

26,775

1,822,388

John L. Atkins, III

69,374,853

23,305,266

917,446

1,822,388

James P. Cain

71,352,268

22,218,418

26,879

1,822,388

Maria C. Freire, Ph.D.

71,442,422

22,128,466

26,677

1,822,388

Richard H. Klein

87,777,687

5,784,041

35,837

1,822,388

James H. Richardson

91,514,619

2,056,178

26,768

1,822,388

Michael A. Woronoff

92,596,535

964,380

36,650

1,822,388

(1)

Broker non-votes represent 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.

2.Approval of the Amendment and Restatement of the 1997 Incentive Plan

Alexandria’s stockholders voted to approve the amendment and restatement of the Amended 1997 Incentive Plan. 86,820,150votes were cast “for” the amendment and restatement, 5,818,474votes were cast “against” the amendment and restatement and 958,941votes abstained. Additionally, there were 1,822,388broker non-votes for this proposal.

3.Non-binding Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

Alexandria’s stockholders voted upon, on a non-binding, advisory basis, whether to approve the compensation of its named executive officers, as disclosed in Alexandria’s 2018 Proxy Statement. 85,254,149 votes were cast “for” the approval, 8,300,592 votes were cast “against” the approval and 42,824 votes abstained. Additionally, there were 1,822,388 broker non-votes for this proposal.

4.Ratification of Appointment of Independent Public Registered Accountants

Alexandria’s stockholders voted to ratify the appointment of Ernst & Young LLP as Alexandria’s independent registered public accountants for the fiscal year ending December 31, 2018. 93,200,751 votes were cast “for” the ratification, 2,188,291 votes were cast “against” the ratification and 30,911 votes abstained. Additionally, there were no broker non-votes for this proposal.

Item 9.01

Financial Statements and Exhibits.

(d)Exhibits


ALEXANDRIA REAL ESTATE EQUITIES INC Exhibit
EX-10.1 2 ex101stockplan20180522.htm EXHIBIT 10.1 Exhibit EX 10.1ALEXANDRIA REAL ESTATE EQUITIES,…
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