Item 5.07.
Submission of Matters to a Vote of Security Holders.
On August 9, 2018, Gramercy Property Trust (the Company) held a special meeting of shareholders (the Special Meeting) to consider certain proposals related to the Agreement and Plan of Merger (the Merger Agreement), dated as of May 6, 2018, by and among the Company, GPT Operating Partnership LP, BRE Glacier Parent L.P., BRE Glacier L.P. and BRE Glacier Acquisition L.P., pursuant to which the Company will merge with and into BRE Glacier L.P. (the Merger), with BRE Glacier L.P. surviving the merger.
As of the close of business on June 26, 2018, the record date for the Special Meeting, there were 160,792,820 common shares of the Company, par value $0.01 per share (the Common Shares), outstanding, each of which was entitled to one vote with respect to each proposal at the Special Meeting. At the Special Meeting, a total of 119,295,479 Common Shares, representing approximately 74% of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the proposals described below were considered, each of which is further described in the Companys definitive proxy statement filed with the U.S. Securities and Exchange Commission and first mailed to shareholders on June 27, 2018, as it may be amended or supplemented.
The final voting results for each proposal are set forth below.
1.
Proposal to approve the Merger and the other transactions contemplated by the Merger Agreement:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
117,792,754
|
|
1,122,809
|
|
379,916
|
|
|
Proposal 1 was approved by the Companys shareholders, as the number of votes in favor of Proposal 1 constituted the affirmative vote of holders of Common Shares entitled to cast not less than a majority of all the votes entitled to be cast on the matter.
2.
Proposal to approve, on a non-binding, advisory basis, of the compensation that may be paid or become payable to the Companys named executive officers that is based on or otherwise relates to the Merger:
For
|
|
Against
|
|
Abstain
|
|
Broker Non-Votes
|
92,839,655
|
|
25,840,367
|
|
615,457
|
|
|
Proposal 2 was approved by the Companys shareholders, as the number of votes in favor of Proposal 2 constituted the affirmative vote of a majority of the votes cast on the proposal.
3.
Proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger and the other transactions contemplated by the Merger Agreement:
Because there were sufficient votes at the Special Meeting to approve the proposal regarding the Merger and the other transactions contemplated by the Merger Agreement, this third proposal was not submitted to the Companys shareholders for approval at the Special Meeting.
Subject to the satisfaction or waiver of all the conditions to the Merger as described in the Merger Agreement, the Merger is expected to be completed in either September or the first-half of October of this year.
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