Date of Report (Date of Earliest Event Reported): June 15, 2017Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Date of Report (Date of Earliest Event Reported): June 15, 2017Files 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.
On June 15, 2017, at the annual meeting of the shareholders (the
Annual Meeting) of Gramercy Property Trust (the Company), the
shareholders approved the Gramercy Property Trust 2017 Employee
Share Purchase Plan (the Plan). The Plan had been approved by the
Companys Board of Trustees on April 26, 2017, subject to
shareholder approval.
A summary of the material terms of the Plan can be found in the
section of the Companys definitive proxy statement on Schedule
14A filed with the U.S. Securities and Exchange Commission (SEC)
on May 1, 2017 (the Proxy Statement) entitled Proposal 2:
Approval of our 2017 Employee Share Purchase Plan, which summary
is incorporated herein by reference. That summary and the
foregoing description are qualified in their entirety by
reference to the text of the Plan which is filed as Exhibit 10.1
to this Form 8-K and incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on June 15, 2017, at
which 131,991,077 shares of the Company were represented in
person or by proxy representing approximately 93% of the issued
and outstanding shares entitled to vote. At the Annual Meeting,
the Companys shareholders (i) elected nine trustees to serve
until the Companys 2018 Annual Meeting and until their successors
are duly elected and qualify; (ii) approved the Gramercy Property
Trust 2017 Employee Share Purchase Plan; (iii) ratified the
appointment of Ernst Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2017; and (iv) approved, on an advisory basis, the
compensation of the Companys named executive officers. The
proposals are described in detail in the Proxy Statement.
The final results for the votes regarding each proposal are set
forth below.
(i) The voting results with respect to the election of
each trustee were as follows:
Name
Votes For
Votes Withheld
Broker Non-Votes
Charles E. Black
100,910,338
10,053,613
21,027,126
Gordon F. DuGan
110,436,256
527,695
Allan J. Baum
110,253,622
710,329
21,027,126
Z. Jamie Behar
110,510,636
453,315
21,027,126
Thomas D. Eckert
110,093,283
870,668
21,027,126
James L. Francis
110,296,539
667,412
21,027,126
Gregory F. Hughes
110,346,950
617,001
21,027,126
Jeffrey E. Kelter
103,630,968
7,332,983
21,027,126
Louis P. Salvatore
110,361,175
602,776
21,027,126
(ii) The voting results with respect to the approval of the
Companys 2017 Employee Share Purchase Plan were as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
110,394,352
374,758
194,841
21,027,126
(iii) The voting results with respect to the ratification of the
selection of Ernst Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2017 were as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
131,470,199
304,827
216,051
(iv) The voting results with respect to the approval, on an
advisory basis, of the compensation of the Companys named
executive officers were as follows:
Votes For
Votes Against
Abstain
Broker Non-Votes
108,176,387
2,409,574
377,990
21,027,126
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
10.1
Gramercy Property Trust 2017 Employee Share Purchase Plan
(incorporated herein by reference to Appendix A the
Companys definitive proxy statement on Schedule 14A filed
with the SEC on May 1, 2017).
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