Current Report Filing (8-k)
April 26 2021 - 4:14PM
Edgar (US Regulatory)
PS BUSINESS PARKS INC/CA false 0000866368 0000866368 2021-04-20 2021-04-20 0000866368 us-gaap:CommonStockMember 2021-04-20 2021-04-20 0000866368 psb:DepositarySharesEachRepresenting11000OfA5.200CumPrefStockSeriesW0.01ParValueMember 2021-04-20 2021-04-20 0000866368 psb:DepositarySharesEachRepresenting11000OfA5.250CumPrefShareSeriesX0.01ParValueMember 2021-04-20 2021-04-20 0000866368 psb:DepositarySharesEachRepresenting11000OfA5.200CumPrefShareSeriesY0.01ParValueMember 2021-04-20 2021-04-20 0000866368 psb:DepositarySharesEachRepresenting11000OfA4.875CumPrefShareSeriesZ0.01ParValueMember 2021-04-20 2021-04-20
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): April 20, 2021
PS BUSINESS PARKS, INC.
(Exact name of registrant as specified in its charter)
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California
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001-10709
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95-4300881
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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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701 Western Avenue,
Glendale, California
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91201-2349
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(Address of principal executive offices)
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(Zip Code)
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(818) 244-8080
(Registrant’s telephone number, including area code)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol
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Name of Each Exchange
on Which Registered
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Common Stock, $0.01 par value per share
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PSB
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Stock, Series W, $0.01 par value
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PSBPrW
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 5.250% Cum Pref Stock, Series X, $0.01 par value
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PSBPrX
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 5.200% Cum Pref Stock, Series Y, $0.01 par value
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PSBPrY
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New York Stock Exchange
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Depositary Shares Each Representing 1/1,000 of a 4.875% Cum Pref Stock, Series Z, $0.01 par value
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PSBPrZ
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New York Stock Exchange
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07
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Submission of Matters to a Vote of Security Holders.
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Four proposals were submitted to PS Business Parks, Inc. (the “Company”) common shareholders for a vote at the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) held on April 20, 2021. The third proposal was also submitted to the Company’s preferred shareholders, voting separately as a single class, at the Annual Meeting.
The four proposals are described in detail in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 19, 2021. The final results for the common shareholder votes for each proposal are set forth below.
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1.
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The common shareholders elected nine directors to the Board of Directors to hold office until the 2022 Annual Meeting or until their successors are duly qualified and elected. The votes for each nominee were as follows:
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Name
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Votes For
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Withheld
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Broker Non-Votes
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Ronald L. Havner, Jr.
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24,593,169
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1,535,780
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302,361
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Maria R. Hawthorne
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25,498,851
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630,098
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302,361
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Jennifer Holden Dunbar
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25,969,373
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159,576
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302,361
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Kristy M. Pipes
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26,080,153
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48,796
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302,361
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Gary E. Pruitt
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26,094,920
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34,029
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302,361
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Robert S. Rollo
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26,059,389
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69,560
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302,361
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Joseph D. Russell, Jr.
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26,023,971
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104,978
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302,361
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Peter Schultz
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26,095,471
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33,478
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302,361
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Stephen W. Wilson
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26,084,271
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44,678
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302,361
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2.
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The common shareholders approved the advisory vote to approve the compensation of named executive officers as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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25,532,136
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576,988
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19,825
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302,361
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3.
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The common shareholders approved the reincorporation of the Company from the State of California to the State of Maryland as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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26,016,837
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91,612
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20,500
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302,361
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4.
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The common shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 as follows:
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Votes For
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Votes Against
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Abstain
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26,004,565
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409,027
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17,718
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The meeting has been adjourned until Tuesday, May 4, 2021 at 11:00 a.m. PT at the Company’s corporate headquarters at 701 Western Avenue, Glendale, California 91201, solely with respect to the continuing consideration of preferred shareholders of the proposal to reincorporate the Company from the State of California to the State of Maryland.
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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PS BUSINESS PARKS, INC.
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By:
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/s/ Jeffrey D. Hedges
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Date: April 26, 2021
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Jeffrey D. Hedges
Chief Financial Officer
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