LEXINGTON REALTY TRUST (NYSE:LXP) Files 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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LEXINGTON REALTY TRUST (NYSE:LXP) 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

On May 16, 2017, Lexington Realty Trust, which we refer to as the
Trust, held its 2017 Annual Meeting of Shareholders, which we refer
to as the Annual Meeting. At the Annual Meeting, the Trust’s
holders of shares of beneficial interests, par value $0.0001 per
share, classified as common stock, which we refer to as Common
Shares, approved and adopted the Lexington Realty Trust Amended and
Restated 2011 Equity-Based Award Plan, which we refer to as the
2011 Amended Plan. The amendment and restatement, among other
things, increases the number of shares available for issuance under
the plan by 3,718,499 and the shareholder approval constitutes
approval of the plan for purposes of Section 162(m) of the Internal
Revenue Code of 1986, as amended, which we refer to as the Code.
The amount and nature of the proposed awards under the 2011 Amended
Plan that have not yet been granted have not yet been determined,
although the 2011 Amended Plan permits grants of various types of
awards.>On January 10, 2017, the Compensation Committee approved
performance awards to certain executive officers, as outlined
below, that were contingent on stockholder approval of the 2011
Amended Plan in order to qualify for exemption from Code Section
162(m) limit on compensation deductibility as described in the 2011
Amended Plan. Because the 2011 Amended Plan was approved at the
Annual Meeting, these Awards will remain outstanding and will vest
in accordance with their terms.
Contingent Performance Compensation Awards
Name and Position
Per Share Value on Grant Date (1)
Number of Shares (1)
T. Wilson Eglin, Chief Executive Officer and President
$
10.74
198,883
E. Robert Roskind, Chairman
$
10.74
35,755
Richard J. Rouse, Vice Chairman and Chief Investment
Officer
$
10.74
51,844
Joseph S. Bonventre, Executive Vice President, General
Counsel, and Secretary
$
10.74
40,447
(1) Consists of an award on January 10, 2017 that will
vest after 12/31/19 based upon achieving certain
performance conditions. Value does not equal accounting
fair value.
For a summary of the 2011 Amended Plan, please see our Definitive
Proxy Statement filed on Schedule 14A with the Securities and
Exchange Commission on April 4, 2017.
The foregoing description of the 2011 Amended Plan and the summary
of the 2011 Amended Plan are qualified in their entirety by
reference to the 2011 Amended Plan filed as Exhibit 10.1 to this
Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As of March 7, 2017, the record date for holders of Common Shares
entitled to vote at the Annual Meeting, there were 240,365,475
Common Shares outstanding and entitled to vote at the Annual
Meeting. Of the Common Shares entitled to vote at the Annual
Meeting, 223,657,952 Common Shares, or approximately 93.04% of the
Common Shares entitled to vote, were present or represented by
proxy at the Annual Meeting. There were five matters presented and
voted on at the Annual Meeting. Set forth below is a brief
description of each matter voted on at the Annual Meeting and the
voting results with respect to each matter:
Proposal No. 1. Election of seven trustees to serve until the
Trust’s 2018 Annual Meeting of Shareholders or their earlier
removal or resignation and until their respective successors, if
any, are elected and qualify. The seven trustees elected, and the
number of votes cast with respect to each of them, were as follows:
Nominee for Trustee
For
Withhold
Broker
Non-Votes
E. Robert Roskind
196,326,522
1,269,825
26,061,605
T. Wilson Eglin
196,742,151
854,196
26,061,605
Harold First
196,032,491
1,563,856
26,061,605
Richard S. Frary
196,052,367
1,543,980
26,061,605
Lawrence L. Gray
196,748,632
847,715
26,061,605
Jamie Handwerker
196,761,547
834,800
26,061,605
Claire A. Koeneman
196,709,922
886,425
26,061,605
Proposal No. 2. To vote upon an advisory, non-binding resolution to
approve the compensation of the named executive officers of the
Trust, as disclosed in the related proxy statement. The number of
votes cast with respect to Proposal No. 2 were as follows:
For
Against
Abstain
Broker Non-Votes
194,222,898
2,500,880
872,569
26,061,605
Proposal No. 3. To vote upon an advisory, non-binding
recommendation on the frequency of future advisory votes on
executive compensation. The number of votes cast with respect to
Proposal No. 3 follows:
1 Year
2 Year
3Year
Abstain
142,487,974
467,210
53,987,611
653,552
Proposal No. 4. To vote upon the approval of the 2011 Amended Plan.
The number of votes cast with respect to Proposal No. 4 follows:
For
Against
Abstain
Broker Non-Votes
191,527,203
5,200,558
868,586
26,061,605
Proposal No. 5. To ratify the appointment of Deloitte Touche LLP as
the Trust’s independent registered public accounting firm for the
fiscal year ending December 31, 2017. The number of votes cast with
respect to Proposal No. 5 were as follows:
For
Against
Abstain
219,030,255
3,986,432
641,265
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
10.1
Lexington Realty Trust, Amended and Restated 2011
Equity-Based Award Plan
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About LEXINGTON REALTY TRUST (NYSE:LXP)

Lexington Realty Trust is a self-managed and self-administered real estate investment trust (REIT). The Company owns a portfolio of equity and debt investments in single-tenant properties and land. The Company’s segment is single-tenant real estate assets. The Company also provides investment advisory and asset management services to investors in the single-tenant area. The Company has equity ownership interests in approximately 215 consolidated real estate properties, located in over 40 states and containing an aggregate of approximately 42.3 million square feet of space, approximately 96.8% of which was leased. The properties in which the Company has an interest are leased to tenants in various industries, including service, automotive, technology, transportation and logistics, and finance and insurance.

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