Current Report Filing (8-k)
May 18 2018 - 3:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 16, 2018
InfraREIT, Inc.
(Exact
name of registrant as specified in its charter)
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Maryland
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001-36822
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75-2952822
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1900 North Akard Street
Dallas, Texas
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75201
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (214)
855-6700
(Former name
or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
Emerging growth company ☒
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
Item 1.01.
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Entry into a Material Definitive Agreement
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On May 16, 2018, InfraREIT, Inc. (the
Company) and its subsidiary, InfraREIT Partners, LP, entered into an amendment (the Amendment) to the Management Agreement, dated January 29, 2015 (the Management Agreement), with Hunt Utility Services, LLC
(Hunt Manager). The Amendment modifies certain notice periods required by the Management Agreement in connection with the expiration of the initial term of the Management Agreement on December 31, 2019, including extending the date
by which notice must be given of any decision on behalf of the Company to terminate the Management Agreement upon its expiration. As amended, if the Companys independent directors decide to terminate the Management Agreement upon the
expiration of the initial term, the Company must give Hunt Manager notice of the termination no later than June 30, 2019 and otherwise comply with the existing termination provisions of the Management Agreement.
The foregoing description of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
As more fully described in the section entitled Transactions with Related Persons included in the Companys definitive proxy
statement filed with the Securities and Exchange Commission on March 22, 2018, which section is incorporated herein by reference, Hunt Manager is indirectly owned by Hunt Consolidated, Inc., which is deemed to be a beneficial owner of more than
5% of the Companys common stock. Hunter L. Hunt, a member of the Companys Board of Directors, indirectly controls Hunt Consolidated, Inc.
Item 5.07.
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Submission of Matters to a Vote of Security Holders
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On May 16, 2018, the Company
held its 2018 Annual Meeting of Stockholders. The following proposals were adopted by the margins indicated:
1. The election of
two Class III directors to serve for a three-year term and until their respective successors are duly elected and qualify:
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Director Name
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For
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Withheld
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Broker Non-Votes
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(number of shares)
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John Gates
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39,344,936
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214,310
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1,249,274
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Harold R. Logan, Jr.
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32,613,941
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6,945,305
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1,249,274
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2. The ratification of the selection of Ernst & Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2018.
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Number of Shares
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For
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40,707,888
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Against
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76,884
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Abstain
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23,748
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2
Item 9.01.
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Financial Statements and Exhibits.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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InfraREIT, Inc.
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Date: May 18, 2018
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By:
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/s/ Stacey H. Doré
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Stacey H. Doré
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Senior Vice President and General Counsel
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