Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the Company's stockholders voted, among other things, to approve an amendment to the Company's charter (the "Articles of Amendment") and bylaws (the "Amended and Restated Bylaws") to allow the Company's bylaws to be amended by the Company's stockholders.
The Articles of Amendment amend Section 5.01 of Article V of the Company's charter so that the Board of Directors of the Company does not have the exclusive power to amend the Amended and Restated Bylaws.
The Amended and Restated Bylaws amend Section 7.07 of the Company's bylaws to permit the stockholders of the Company, to the extent permitted by law, to amend the bylaws by the affirmative vote of a majority of all votes entitled to be cast on the matter pursuant to a binding proposal submitted by certain qualifying stockholders. The right to amend the Amended and Restated Bylaws is subject to additional eligibility, procedural and disclosure requirements set forth in Section 7.07 of the Amended and Restated Bylaws.
The Articles of Amendment became effective upon the filing with the
The summaries of the Articles of Amendment and the Amended and Restated Bylaws above are qualified in their entirety by the Articles of Amendment and the Amended and Restated Bylaws filed herewith as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter, as applicable.
Proposal No. 1: Election of Director Nominees to Serve Until the 2022 Annual Meeting and Until Their Respective Successors are Duly Elected and Qualified
All of the nine director nominees listed below were elected by the Company's stockholders to hold office until the next annual meeting of stockholders and until his or her respective successor has been duly elected and qualified or until his or her earlier resignation or removal, as follows:
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Votes For Votes Against Abstentions Broker Non-Votes Glenn J. Rufrano 188,553,884 1,407,380 342,651 15,717,133 Hugh R. Frater 186,351,042 3,422,505 530,368 15,717,133 Priscilla Almodovar 188,948,612 1,020,210 335,093 15,717,133 David B. Henry 142,669,071 47,294,747 340,097 15,717,133 Mary Hogan Preusse 173,401,137 16,571,459 331,319 15,717,133 Richard J. Lieb 179,731,759 10,223,867 348,289 15,717,133 Eugene A. Pinover 187,820,192 2,137,348 346,375 15,717,133 Julie G. Richardson 179,584,685 10,380,999 338,231 15,717,133 Susan E. Skerritt 187,401,871 2,561,408 340,636 15,717,133
Proposal No. 2: Ratification of the Appointment of
The Company's stockholders ratified the appointment of
Votes For Votes Against Abstentions 201,573,327 4,374,431 73,290
Proposal No. 3: Adoption of a Non-Binding Advisory Resolution Approving the Compensation of the Company's Named Executive Officers as Described in the Company's Proxy Statement
The Company's stockholders adopted a non-binding advisory resolution approving the compensation of the Company's named executive officers as described in the Company's proxy statement as follows:
Votes For Votes Against Abstentions Broker Non-Votes 180,516,956 9,500,401 286,558 15,717,133
Proposal No. 4: Approval of the
The Company's stockholders approved theVEREIT, Inc. 2021 Equity Incentive Plan as follows: Votes For Votes Against Abstentions Broker Non-Votes 179,293,791 10,750,357 259,767 15,717,133
Proposal No. 5: Approval of Amendments to the Company's Charter and Bylaws
The Company's stockholders approved the Articles of Amendment and the Amended and Restated Bylaws as follows:
Votes For Votes Against Abstentions Broker Non-Votes 189,812,587 270,709 220,619 15,717,133
No other proposals were submitted to a vote of the Company's stockholders at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Articles of Amendment to the Articles of Amendment and Restatement ofVEREIT, Inc. , datedJune 4, 2021 . 3.2 Amended and Restated Bylaws ofVEREIT, Inc. , effectiveJune 4, 2021 . 10.1VEREIT, Inc. 2021 Equity Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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