FIRST POTOMAC REALTY TRUST (NYSE:FPO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
its 2017 Annual Meeting of Shareholders (the Annual Meeting). At
the Annual Meeting, the Companys shareholders voted, among other
things, to approve an amendment to Article VI, Section 6.2 of the
Companys First Amended and Restated Declaration of Trust (the
Charter) to allow its shareholders to amend the Second Amended
and Restated Bylaws of the Company (the Bylaws) by a majority
vote of the outstanding shares entitled to be cast on the matter
(the Charter>Amendment). The Charter Amendment was approved by
the Companys Board of Trustees (the Board) on March 21, 2017,
subject to shareholder approval, and became effective upon filing
with the Maryland State Department of Assessments and Taxation on
May 24, 2017.
to be complete and is qualified in its entirety by reference to
the full text of the Charter Amendment, a copy of which is filed
as Exhibit 3.1 hereto, and is incorporated herein by reference.
Charter Amendment by the Companys shareholders at the Annual
Meeting, an amendment to Article XV of the Bylaws to provide
shareholders the ability to adopt, alter or repeal the Bylaws by
the affirmative vote of a majority of all the votes entitled to
be cast on the matter (the Bylaw Amendment). Previously, the
Bylaws provided the Board with the exclusive power to adopt,
alter or repeal any provision of the Bylaws and to make new
Bylaws. The Bylaw Amendment became effective upon the
effectiveness of the Charter Amendment on May 24, 2017.
be complete and is qualified in its entirety by reference to the
full text of the Third Amended and Restated Bylaws, a copy of
which (marked to show the Bylaw Amendment) is filed as Exhibit
3.2 hereto, and is incorporated herein by reference.
headquarters in Bethesda, Maryland. The information below is a
summary of the final voting results on five proposals considered
and voted upon at the Annual Meeting. The proposals are described
in detail in the Companys definitive proxy statement for the
Annual Meeting, which was filed with the U.S. Securities and
Exchange Commission (the SEC) on April 6, 2017.
Company to serve until the 2018 Annual Meeting of Shareholders of
the Company or until their successors are duly elected and
qualified: Robert H. Arnold, James P. Hoffmann, Robert Milkovich,
Kati M. Penney, Thomas E. Robinson and Terry L. Stevens. The
table below sets forth the voting results for each trustee
nominee:
|
Nominee
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
||||
|
Robert H. Arnold
|
50,068,789
|
1,681,737
|
10,757
|
3,837,200
|
||||
|
James P. Hoffmann
|
51,382,528
|
367,798
|
10,957
|
3,837,200
|
||||
|
Robert Milkovich
|
50,144,015
|
1,606,511
|
10,757
|
3,837,200
|
||||
|
Kati M. Penney
|
51,444,256
|
306,970
|
10,057
|
3,837,200
|
||||
|
Thomas E. Robinson
|
51,416,892
|
333,734
|
10,657
|
3,837,200
|
||||
|
Terry L. Stevens
|
50,098,636
|
1,652,190
|
10,457
|
3,837,200
|
appointment of KPMG LLP as the Companys independent registered
public accounting firm for the year ending December 31, 2017.
The table below sets forth the voting results for this
proposal:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|||
|
53,733,834
|
1,855,218
|
9,431
|
approve, on a non-binding, advisory basis, the compensation of
the Companys named executive officers. The table below sets
forth the voting results for this proposal:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|||
|
50,308,513
|
1,416,984
|
35,786
|
3,837,200
|
Frequency of the Advisory Vote on Named Executive Officer
Compensation
non-binding, advisory basis, on the frequency of the advisory
vote on named executive officer compensation. The table below
sets forth the voting results for this proposal:
|
One Year
|
Two Years
|
Three Years
|
Abstentions
|
Broker Non-Votes
|
||||
|
45,831,614
|
76,915
|
5,813,269
|
39,485
|
3,837,200
|
Companys shareholders vote on this proposal, the Board has
determined that the Company will hold an advisory vote on
executive compensation on an annual basis.
the Bylaws
approve the Charter Amendment, as described above. The table
below sets forth the voting results for this proposal:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|||
|
51,281,929
|
461,983
|
17,371
|
3,837,200
|
|
Exhibit
No.
|
Exhibit Description
|
|
|
3.1
|
Articles of Amendment of the First Amended and
Restated Declaration of Trust. |
|
|
3.2
|
Third Amended and Restated Bylaws of First Potomac
Realty Trust. |
About FIRST POTOMAC REALTY TRUST (NYSE:FPO)
First Potomac Realty Trust is engaged in the ownership, management, development and redevelopment of office and business park properties in the greater Washington, D.C. region. The Company’s segments include Washington, D.C., Maryland, Northern Virginia and Southern Virginia. It conducts its business through First Potomac Realty Investment Limited Partnership, the Company’s operating partnership (the Operating Partnership). The Company is the sole general partner of, and owns the preferred interest and approximately 95.7% of the common interest in the Operating Partnership. The Company’s portfolio consist a mix of single-tenant and multi-tenant office properties and business parks. The office properties are single-story and multi-story buildings that are primarily for office uses, and business parks consists of buildings with office features combined with some industrial property space. It also owns land that can support approximately 1.3 million square feet of additional development. FIRST POTOMAC REALTY TRUST (NYSE:FPO) Recent Trading Information
FIRST POTOMAC REALTY TRUST (NYSE:FPO) closed its last trading session up +0.02 at 10.98 with 126,675 shares trading hands.
