PARKWAY, INC. (NYSE:PKY) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
On September25, 2017, Parkway, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) at which the holders of shares of common stock, par value $0.001 per share, and limited voting stock, par value $0.001 per share, voting together as a single class approved the merger of Real Estate Houston US LLC, an affiliate of the Canada Pension Plan Investment Board (“CPPIB”), with and into the Company, with the Company as the surviving entity and a subsidiary of CPPIB (the “Merger”), to the definitive Agreement and Plan of Merger, dated June29, 2017, among the Company, Parkway Properties LP, Real Estate Houston US Trust, Real Estate Houston US LLC and Real Estate Houston US LP, and the transactions contemplated thereby (the “Parkway Merger Proposal”). Common stockholder action on a second proposal (the “Parkway Adjournment Proposal”), to approve any adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Parkway Merger Proposal, was not required and no vote was taken on this matter. The final voting results with respect to the proposal voted upon at the Special Meeting are set forth below.
The results of the vote to approve the Parkway Merger Proposal were as follows:
|
FOR |
AGAINST |
ABSTAIN |
|
42,857,299 |
33,183 | 104,958 |
Because none of the proposals before the Special Meeting were “routine” matters, there were no broker non-votes occurring in connection with this proposal at the Special Meeting.
The Parkway Merger Proposal and Parkway Adjournment Proposal are described in more detail in the definitiveproxystatement onSchedule 14Adated August11, 2017 relating to the Merger, as amended and supplemented by the definitive additional materials on Schedule 14A dated September8, 2017.
On September25, 2017, the Company issued a press release announcing the results of the Special Meeting and that the Board of Directors of the Company authorized, and the Company declared, a special cash dividend of $4.00 per share of common stock. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference
| Item 5.07. | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit No. |
Description |
| 99.1 | Press Release dated September25, 2017 |
Parkway, Inc. ExhibitEX-99.1 2 d465175dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 PARKWAY ANNOUNCES STOCKHOLDER APPROVAL OF MERGER AND DECLARES SPECIAL CASH DIVIDEND HOUSTON,…To view the full exhibit click here
About PARKWAY, INC. (NYSE:PKY)
Parkway, Inc. is a real estate investment trust (REIT). The Company has a portfolio of approximately five Class A office assets totaling over 8.7 million rentable square feet in the Galleria, Greenway and Westchase submarkets of Houston, Texas. The Company offers fee-based real estate services through its subsidiaries, which in total manages or leases approximately 2.7 million square feet primarily for third-party owners. The Company holds, directly and through its ownership of Parkway Properties General Partners, Inc. (Parkway GP), approximately 98% common partnership interest in the Parkway Operating Partnership LP (the Operating Partnership). The Company, through its Operating Partnership, owns substantially all of its assets and conducts substantially all of its operations. The Company’s assets include Greenway Plaza, Post Oak Central, CityWestPlace, Phoenix Tower and San Felipe Plaza.