Monogram Residential Trust,Inc. (NYSE:MORE) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

7 years ago

Monogram Residential Trust,Inc. (NYSE:MORE) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07. Submission of Matters to a Vote of Security Holders.

On September14, 2017, Monogram Residential Trust,Inc., a Maryland corporation (“Monogram” or the “Company”), held a Special Meeting of Stockholders (the “Special Meeting”). Holders of 117,748,416 shares of the Company’s common stock, which represented approximately 70.5% of the shares of the Company’s common stock outstanding and entitled to vote as of the record date of August9,2017, were represented in person or by proxy at the Special Meeting.

At the Special Meeting, stockholders voted on the following proposals, which are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August10, 2017. The number of votes cast for and against, as well as the number of abstentions with respect to, the proposals voted upon at the Special Meeting are set forth below. There were no broker non-votes with respect to any of the proposals.

Proposal 1 – The Merger and the Other Transactions Contemplated by the Merger Agreement.To approve the merger (the “merger”) of Monogram with and into GS Monarch Acquisition,LLC, a Delaware limited liability company (“Acquisition Sub”), and the other transactions contemplated by the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of July4, 2017, by and among the Company, GS Monarch Parent,LLC, a Delaware limited liability company (“Parent”), and Acquisition Sub, a wholly owned subsidiary of Parent. Stockholders voted as follows:

For:	116,354,257
Against:	312,600
Abstain:	1,081,559

Accordingly, the merger and the other transactions contemplated by the Merger Agreement were approved. Stockholder action on a third proposal, to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies in favor of proposal 1 was not required and no vote was taken on that proposal.

Proposal 2 – Advisory Vote on Executive Compensation Payable in Connection with the Merger.To approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Monogram in connection with the merger. Stockholders voted as follows:

For:	43,812,784
Against:	72,542,153
Abstain:	1,393,479

Item 8.01. Other Events.

On September14, 2017, the Company issued a press release announcing the results of the stockholder votes at the Special Meeting. A copy of the press release is attached hereto as Exhibit99.1 and is incorporated by reference herein.

Item 9.01 — Financial Statements and Exhibits.

(d)Exhibits

ExhibitNumber	Description
99.1	Press Release, dated September14, 2017.

Monogram Residential Trust, Inc. ExhibitEX-99.1 2 a17-22075_1ex99d1.htm EX-99.1 Exhibit 99.1 MONOGRAM STOCKHOLDERS APPROVE ACQUISITION BY GREYSTAR LED FUND PLANO,…To view the full exhibit click here
About Monogram Residential Trust,Inc. (NYSE:MORE)
Monogram Residential Trust, Inc. (Monogram) is an integrated self-managed real estate investment trust (REIT) that invests in, develops and operates multifamily communities offering location and lifestyle amenities. The Company focuses on increasing earnings, long-term shareholder value and cash flow through the acquisition, development, and operation of its multifamily communities and the disposition of selected multifamily communities in its portfolio. It invests in operating communities and communities in various phases of development. These include luxury high-rise, mid-rise and garden style multifamily communities. Its targeted communities include existing core communities, as well as communities in various phases of development, redevelopment, lease up or repositioning with the intent to transition those communities to core communities. Monogram’s portfolio includes investments in over 60 multifamily communities in over 10 states comprising approximately 15,570 apartment homes.