| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On July 15, 2022, PS Business Parks, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”). As of the close of business on June 7, 2022, the record date for the Special Meeting, there were 27,631,499 shares of common stock of the Company issued and outstanding and entitled to vote at the Special Meeting. Stockholders holding a majority of the shares of common stock of the Company entitled to vote were present or represented by proxy at the Special Meeting, constituting a quorum for all matters presented at the Special Meeting.
The following is a brief description of each matter voted upon at the Special Meeting and a statement of the number of votes cast for or against and the number of abstentions with respect to each matter, as applicable. The matters listed below are described in more detail in the proxy statement filed by the Company with the U.S. Securities and Exchange Commission on June 8, 2022.
Proposal No. 1: A proposal to approve the merger (the “Company Merger”) of Sequoia Merger Sub I LLC (“Merger Sub I”) with and into the Company, as contemplated by the Agreement and Plan of Merger, dated as of April 24, 2022, as may be amended from time to time, by and among the Company, PS Business Parks, L.P., Sequoia Parent LP, Merger Sub I and Sequoia Merger Sub II LLC (the “Merger Agreement”), and the other transactions contemplated by the Merger Agreement (the “Company Merger Proposal”)
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| Votes For |
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Votes Against |
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Abstain |
| 24,637,379 |
|
10,163 |
|
60,989 |
Proposal No. 2: A proposal to approve, on a non-binding, advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Company Merger (the “Advisory Compensation Proposal”)
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| Votes For |
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Votes Against |
|
Abstain |
| 10,201,845 |
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14,470,713 |
|
35,973 |
Because the Company’s stockholders approved the Company Merger Proposal, a third proposal to adjourn the Special Meeting for the purpose of soliciting additional proxies was not submitted to the Company’s stockholders for approval at the Special Meeting.
Because none of the proposals before the Special Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.
Subject to the satisfaction or waiver of all of the conditions to the closing of the Company Merger in the Merger Agreement, the Merger is expected to be completed on or about July 20, 2022.