A special meeting (the “Special Meeting”) of the stockholders of TIER REIT, Inc. (“TIER”) was convened at 4:00 p.m. central time on June 12, 2019. Of the 55,520,525 shares of TIER’s common stock, par value $0.0001 per share (“TIER common stock”), outstanding at the close of business on May 6, 2019, the record date for the Special Meeting, 37,514,123 shares of TIER common stock were present or represented by proxy at the Special Meeting. The following proposals were voted on at the Special Meeting, each of which is described in the definitive joint proxy statement/prospectus filed by TIER with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on May 8, 2019. The final voting results as to each such proposal are set forth below.

Proposal One:

At the Special Meeting, holders of TIER common stock voted upon and approved a proposal (the “TIER Merger Proposal”) to approve the merger (the “Merger”) of TIER with and into Murphy Subsidiary Holdings Corporation (“Merger Sub”), with Merger Sub continuing its existence as a wholly owned subsidiary of Cousins Properties Incorporated (“Cousins”), on the terms and subject to the conditions of the agreement and plan of merger, dated as of March 25, 2019 (as amended or supplemented from time to time, the “Merger Agreement”), by and among TIER, Cousins and Merger Sub. The votes on the TIER Merger Proposal were as follows:

Proposal Two:

At the Special Meeting, holders of TIER common stock voted upon an advisory (nonbinding) basis the proposal (the “TIER Compensation Proposal”) to approve the compensation that may be paid or become payable to the named executive officers of TIER in connection with the Merger. The votes on the TIER Compensation Proposal were as follows:

Proposal Three:

Stockholder action on a third proposal, to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the TIER Merger Proposal was not required and no vote was taken on that proposal.

Item 8.01. Other Events.

On June 13, 2019, TIER and Cousins issued a joint press release announcing the results of the Special Meeting and the results of the special meeting of stockholders of Cousins, held June 12, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

TIER REIT INC Exhibit
EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 News ReleaseCOUSINS PROPERTIES AND TIER REIT STOCKHOLDERS APPROVE MERGERATLANTA and DALLAS— (June 13,…
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About TIER REIT, Inc. (NYSE:TIER)

TIER REIT, Inc. is a self-managed real estate investment trust. The Company is engaged in acquiring, developing and operating a portfolio of office properties in certain markets of the United States. The Company’s business is primarily conducted through Tier Operating Partnership LP. The Company holds interests in approximately 30 operating office properties, over two non-operating properties and a development property located in approximately 20 markets across the United States. The Company owns properties located in metropolitan cities and suburban markets in the United States. The Company’s properties include The Terrace Office Park, Domain 3 and Domain 4 in Austin, Texas; 5950 Sherry Lane in Dallas, Texas; Loop Central, One BriarLake Plaza and Two BriarLake Plaza in Houston, Texas; Eisenhower I in Tampa, Florida; Bank of America Plaza in Charlotte, North Carolina, and Woodcrest Corporate Center and 111 Woodcrest in Cherry Hill, New Jersey.