CoreSite Realty Corporation (NYSE:COR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(d) Election of Directors
On May24, 2017, following the 2017 Annual Meeting of Stockholders
of CoreSite Realty Corporation (the Company), the Companys Board
of Directors (the Board), upon the recommendation of the Boards
Nominating/Corporate Governance Committee and to the Amended and
Restated Bylaws of the Company, approved the increase of the size
of the Board to eight members and elected Jean Bua to the vacancy
with an initial term expiring at the 2018 Annual Meeting of
Stockholders and when her successor is duly elected and
qualifies. The Board also appointed Ms.Bua to serve on the Audit
Committee and Nominating/Corporate Governance Committee of the
Board, and has determined that Ms.Bua is independent to the
listing standards of the New York Stock Exchange and is an audit
committee financial expert as such term is defined by the
rulesand regulations of the Securities and Exchange Commission.
There were no arrangements or understandings between Ms.Bua and
any other persons regarding her election to the Board, nor is she
party to any related party transaction required to be reported to
Item 404(a)of Regulation S-K.
Ms.Bua will be compensated for her Board and committee service
consistent with the compensation arrangements provided to the
Boards other non-employee directors who are also not employees of
The Carlyle GroupL.P., which are more fully described in the 2016
Director Compensation section of the Companys definitive proxy
statement for its 2017 Annual Meeting of Stockholders filed with
the Securities and Exchange Commission on April5, 2017. Ms.Bua
will receive prorated amounts of the annual cash retainer and the
annual restricted stock units and dividend equivalents for 2017.
Ms.Bua will also enter into the Companys form of indemnification
agreement for directors.
Item5.07. Submission of Matters to a
Vote of Security Holders.
The 2017 Annual Meeting of Stockholders of the Company was held
on May24, 2017, at which the Companys stockholders voted on, and
approved, the following proposals:
Proposal 1. Election of directors, each to serve until the
2018 Annual Meeting of Stockholders and until a successor for
each has been duly elected and qualified.
|
Nominee |
|
VotesFor |
|
VotesWithheld |
|
BrokerNon-Votes |
|
Robert G. Stuckey |
28,347,424 |
1,408,059 |
2,566,431 |
|||
|
Paul E. Szurek |
29,453,594 |
301,889 |
2,566,431 |
|||
|
James A. Attwood,Jr. |
29,347,823 |
407,660 |
2,566,431 |
|||
|
Kelly C. Chambliss |
29,328,862 |
426,621 |
2,566,431 |
|||
|
Michael R. Koehler |
29,525,781 |
229,702 |
2,566,431 |
|||
|
J. David Thompson |
29,176,249 |
579,234 |
2,566,431 |
|||
|
David A. Wilson |
29,316,797 |
438,686 |
2,566,431 |
Proposal 2. Ratification of the appointment of KPMG LLP as
the Companys independent registered public accounting firm for
the fiscal year ending December31, 2017.
|
VotesFor |
|
VotesAgainst |
|
Abstentions |
|
BrokerNon-Votes |
|
32,152,183 |
119,731 |
50,000 |
|
Proposal 3. Advisory vote to approve the compensation of
the Companys named executive officers.
|
VotesFor |
|
VotesAgainst |
|
Abstentions |
|
BrokerNon-Votes |
|
28,803,294 |
704,236 |
247,953 |
2,566,431 |
Proposal 4. Advisory vote on the frequency of future
advisory votes to approve the compensation of the Companys named
executive officers.
|
OneYear |
|
TwoYears |
|
ThreeYears |
|
Abstentions |
|
BrokerNon-Votes |
|
25,370,719 |
31,514 |
4,279,092 |
74,158 |
2,566,431 |
As indicated above, over 85% of the votes cast by stockholders
were voted, on an advisory basis, in favor of holding advisory
votes on the compensation of the Companys named executive
officers every year. In light of these results, the Board
determined that the Company will hold an advisory vote to
approve the compensation of its named executive officers every
year until the next required vote on the frequency of advisory
votes on the compensation of the Companys named executive
officers, or until the Board otherwise determines that a
different frequency for such advisory votes is in the best
interests of the Company.
Item 7.01. Regulation FD
Disclosure.
On May25, 2017, the Company issued a press release announcing
the election of Ms.Bua to the Board, as described in Item 5.02
of this Current Report. A copy of the press release is attached
hereto as Exhibit99.1. The information contained in the press
release shall not be deemed filed for purposes of Section18 of
the Securities Exchange Act of 1934, as amended, and is not
incorporated by reference into any filing of the Company,
whether made before or after the date hereof.
Item9.01. Financial Statements and
Exhibits.
(d) Exhibits
|
ExhibitNo. |
|
Description |
|
99.1 |
Press release, dated May25, 2017, regarding the election |
About CoreSite Realty Corporation (NYSE:COR)
CoreSite Realty Corporation (CoreSite) is an integrated, self-administered and self-managed real estate investment trust (REIT). Through its controlling interest in CoreSite, L.P. (Operating Partnership), the Company is engaged in the business of ownership, acquisition, construction and operation of data centers across a range of markets in the United States, including the Northern Virginia (including Washington D.C.), New York and San Francisco Bay areas, Chicago, Los Angeles, Boston, Miami and Denver. It delivers data center and interconnection solutions across approximately eight North American markets. It offers colocation and interconnection solutions for networks, cloud and information technology (IT) service providers and enterprise companies spanning a range of industries. The Company connects and delivers data and information technology infrastructure to approximately 900 enterprises, network operators, cloud providers and supporting service providers. CoreSite Realty Corporation (NYSE:COR) Recent Trading Information
CoreSite Realty Corporation (NYSE:COR) closed its last trading session up +0.16 at 103.76 with 374,758 shares trading hands.
