COUSINS PROPERTIES INCORPORATED (NYSE:CUZ) Files An 8-K Submission of Matters to a Vote of Security Holders

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COUSINS PROPERTIES INCORPORATED (NYSE:CUZ) Files An 8-K Submission of Matters to a Vote of Security Holders

COUSINS PROPERTIES INCORPORATED (NYSE:CUZ) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

A special meeting (the “Special Meeting”) of the stockholders of Cousins Properties Incorporated (“Cousins”) was convened at 2:00 p.m. EDT on June 12, 2019. Of the 420,586,130 shares of Cousins’ common stock, par value $1 per share (“Cousins common stock”) and the 6,867,357 shares of Cousins’ limited voting preferred stock (the “Cousins preferred stock”) outstanding at the close of business on May 6, 2019, the record date for the Special Meeting 391,890,546 shares of Cousins common stock and 5,429,225 shares of Cousins preferred stock were present or represented by proxy at the Special Meeting. The following proposals were voted on at the Special Meeting, each of which is described in the definitive joint proxy statement/prospectus filed by Cousins with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on May 8, 2019. The final voting results as to each such proposal are set forth below.

Proposal One:

To approve the issuance of shares of Cousins common stock to stockholders of TIER REIT, Inc. (“TIER”) in connection with the agreement and plan of merger, dated as of March 25, 2019 (as amended or supplemented from time to time, the “Merger Agreement”), by and among Cousins, TIER and Murphy Subsidiary Holdings Corporation (the “Cousins Issuance Proposal”). The holders of Cousins common stock approved the Cousins Issuance Proposal by the following vote:

Proposal Two:

To amend the Restated and Amended Articles of Incorporation of Cousins (the “Cousins Articles”) to effect a reverse stock split of outstanding Cousins common stock by a 1-for-4 ratio and proportionally reduce the number of authorized shares of Cousins common stock (the “Cousins Reverse Stock Split Proposal”). The holders of Cousins common stock and Cousins preferred stock, voting together as a single class, approved the Cousins Reverse Stock Split Proposal by the following vote:

Proposal Three:

To amend the Cousins Articles to increase the number of authorized shares of Cousins common stock (the “Cousins Authorized Share Count Proposal”). The holders of Cousins common stock and Cousins preferred stock, voting together as a single class, approved the Cousins Authorized Share Count Proposal by the following vote:

Proposal Four:

To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Cousins Issuance Proposal, the Cousins Reverse Stock Split Proposal and the Cousins Authorized Share Count Proposal if there are insufficient votes at the time of such adjournment to approve such proposals (the “Cousins Adjournment Proposal”). The stockholders of Cousins approved the Cousins Adjournment Proposal by the following vote:

Item 8.01. Other Events.

On June 12, 2019, Cousins and TIER issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of stockholders of TIER, held June 12, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

COUSINS PROPERTIES INC Exhibit
EX-99.1 2 a19-11400_1ex99d1.htm EX-99.1 Exhibit 99.1   News Release   COUSINS PROPERTIES AND TIER REIT STOCKHOLDERS APPROVE MERGER   Atlanta and Dallas — (June 13,…
To view the full exhibit click here

About COUSINS PROPERTIES INCORPORATED (NYSE:CUZ)

Cousins Properties Incorporated (Cousins) is a self-administered and self-managed real estate investment trust (REIT). The Company focuses on development, acquisition, leasing and property management. The Company’s investment strategy is to purchase Class A office assets or locate opportunistic development or redevelopment projects in its core markets to which it can add value through relationships, capital, or market expertise. The Company’s segments include Office, Retail, Land and Other. The Company’s segments by property type are Office, Mixed Use and Other. The Company’s segments by geographical region are Atlanta, Houston, Austin, Charlotte and Other. The Company invests in Class-A office towers and mixed-use developments in Sunbelt markets, including Atlanta, Austin, Charlotte, Dallas and Houston.