RETAIL PROPERTIES OF AMERICA, INC. (NYSE:RPAI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On May24, 2018, Retail Properties of America, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Retail Properties of America, Inc. Amended and Restated 2014 Long-Term Equity Compensation Plan (the “Amended Plan”) to, among other things, increase the aggregate number of shares of common stock available for issuance thereunder by 5,500,000 shares. The foregoing summary is qualified in its entirety by reference to the Amended Plan, which is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Also on May24, 2018, the Board of Directors of the Company appointed Shane C. Garrison to serve as its President and Chief Operating Officer. Prior to Mr.Garrison’s appointment, Mr.Garrison served as the Company’s Executive Vice President, Chief Investment Officer and Chief Operating Officer and Steven P. Grimes served as the Company’s President and Chief Executive Officer. As a result of Mr.Garrison’s appointment, Mr.Grimes ceased to hold the title of President as of May24, 2018. Mr.Grimes will continue to serve as the Chief Executive Officer of the Company.
| Item 5.02 | Submission of Matters to a Vote of Security Holders. |
The total number of shares of common stock entitled to vote at the Annual Meeting was 219,495,346, of which 191,002,953 shares, or approximately 87%, were present in person or by proxy. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable.
(a)Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2019 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal, were as follows:
|
Nominee |
For | Against | Abstain | BrokerNon-Votes |
|
Bonnie S. Biumi |
155,025,714 | 2,139,016 | 323,680 | 33,514,543 |
|
FrankA.Catalano,Jr. |
152,505,719 | 4,647,126 | 335,565 | 33,514,543 |
|
Robert G. Gifford |
155,385,933 | 1,773,040 | 329,437 | 33,514,543 |
|
Gerald M. Gorski |
153,167,037 | 3,982,860 | 338,513 | 33,514,543 |
|
Steven P. Grimes |
155,906,203 | 1,249,028 | 333,179 | 33,514,543 |
|
Richard P. Imperiale |
155,850,978 | 1,293,614 | 343,818 | 33,514,543 |
|
Peter L. Lynch |
155,014,308 | 2,140,592 | 333,510 | 33,514,543 |
|
Thomas J. Sargeant |
155,892,811 | 1,265,265 | 330,334 | 33,514,543 |
A “broker non-vote” occurs when a broker (such as a custodian or bank) holding shares for a beneficial owner returns a signed proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.
Based on the votes set forth above, each of the foregoing persons was duly elected to serve as a director for a term expiring at the annual meeting of stockholders in 2019 and until his or her respective successor has been duly elected and qualified or until his or her earlier resignation or removal.
(b)With respect to the advisory resolution approving the compensation of the Company’s named executive officers, there were 153,197,891 votes for the resolution, 3,687,487 votes against the resolution, 603,032 votes abstaining from voting on the resolution and 33,514,543 broker non-votes. Based on the foregoing voting results, the advisory resolution approving the compensation of the Company’s named executive officers was approved by the Company’s stockholders.
(c)With respect to the proposal to approve the Amended Plan, there were 151,066,078 votes for the proposal, 5,878,171 votes against the proposal, 544,161 votes abstaining from voting on the proposal and 33,514,543 broker non-votes. Based on the foregoing voting results, the Amended Plan was approved by the Company’s stockholders.
(d)With respect to the ratification of the audit committee’s appointment of Deloitte& Touche LLP as independent registered public accounting firm for 2018, there were 189,453,676 votes for the ratification, 1,165,112 votes against the ratification, 384,165 votes abstaining from voting on the ratification and no broker non-votes. Based on the foregoing voting results, the appointment of Deloitte& Touche LLP as the independent registered public accounting firm of the Company to serve for the fiscal year ending December31, 2018 was duly ratified by the Company’s stockholders.
| Item 5.02 | Financial Statements and Exhibits |
(d) Exhibits:
About RETAIL PROPERTIES OF AMERICA, INC. (NYSE:RPAI)
Retail Properties of America, Inc., formerly Inland Western Retail Real Estate Trust, Inc., is a real estate investment trust (REIT). The Company owns and operates shopping centers in the United States. The Company’s retail operating portfolio includes power centers, neighborhood and community centers, and lifestyle centers and predominantly multi-tenant retail mixed-use properties, as well as single-user retail properties. The Company owns approximately 200 retail operating properties representing approximately 28,930,000 square feet of gross leasable area (GLA). The Company owns properties in eastern division and western division of the United States. The Company’s eastern division consists of approximately 120 properties located in Alabama, Connecticut, Florida, Georgia, Indiana, Maine, Maryland, Massachusetts, Michigan, Missouri, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont and Virginia.