8-K 1 v387515_8-k.htm FORM 8-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): August 20, 2014

 

Strategic Realty Trust, Inc.

(Exact name of Registrant specified in its Charter)

 

Maryland 000-54376 90-0413866

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification No.)

 

400 South El Camino Real, Suite 1100

San Mateo, California, 94402

(Address of Principal Executive Offices, including Zip Code)

 

Registrant’s telephone number, including area code: (650) 343-9300

 

(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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

Item 8.01. Other Events.

 

On August 20, 2014, the Board of Directors (the “Board”) of Strategic Realty Trust, Inc. (the “Company”) approved November 19, 2014 as the date for the Company’s 2014 annual meeting of stockholders (the “Annual Meeting”). Because the date of the Annual Meeting is more than 30 days from the anniversary of the Company’s 2013 annual meeting of stockholders, in accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has set a new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”) for inclusion in the Company’s proxy materials relating to the Annual Meeting. In order for a proposal under Rule 14a-8 to be timely, it must be received by the Company at its principal offices and directed to the attention of the Company’s Secretary by the close of business on August 31, 2014, which the Company has determined to be reasonable. Such proposals must also comply with the Company’s Third Amended and Restated Bylaws (the “Bylaws”) and the rules of the Securities and Exchange Commission regarding the inclusion of stockholder proposals in proxy materials, and any such proposal may be omitted if not in compliance with applicable requirements.

 

Stockholders wishing to nominate a director or propose matters to be considered at the Annual Meeting in the manner contemplated by the Bylaws must submit timely notice thereof to the Company in order for such matters to be considered at the Annual Meeting. Because the date of the Annual Meeting is more than 30 days from the anniversary of the Company’s 2013 annual meeting of stockholders, in accordance with the Bylaws, to be timely, such notice must be received by the Company at its principal offices and directed to the attention of the Company’s Secretary by the close of business on August 31, 2014. Such proposals must also comply with all other requirements set forth in the Company’s Bylaws and other applicable laws.

 

On August 20, 2014, the Board nominated Andrew Batinovich for election as a Class I director at the Annual Meeting and nominated Todd A. Spitzer for election as a Class II director at the Annual Meeting. The Board also declared September 12, 2014 to be the record date for stockholders eligible to vote at the Annual Meeting.

 

 
 

 

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.

 

  STRATEGIC REALTY TRUST, INC.  
       
Dated: August 21, 2014 By: /s/ Andrew Batinovich  
    Andrew Batinovich  
    Chief Executive Officer