0001144204-19-023930.txt : 20190506 0001144204-19-023930.hdr.sgml : 20190506 20190506170022 ACCESSION NUMBER: 0001144204-19-023930 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190506 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190506 DATE AS OF CHANGE: 20190506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Finance Trust, Inc CENTRAL INDEX KEY: 0001568162 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 900929989 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38597 FILM NUMBER: 19800113 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-415-6500 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: American Realty Capital Trust V, Inc. DATE OF NAME CHANGE: 20130129 8-K 1 tv520781_8k.htm 8-K

 

 

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 6, 2019

 

American Finance Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland   001-38597   90-0929989

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

405 Park Avenue, 3rd Floor

New York, New York 10022

(Address, including zip code, of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (212) 415-6500

 

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:

 

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

 

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

 

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

 

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

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Common Stock, $0.01 par value   AFIN   The Nasdaq Global Select Market
7.50% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value   AFINP   The Nasdaq Global Select Market

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the 2019 annual meeting of stockholders (the “Annual Meeting”) of American Finance Trust, Inc. (the “Company”) held on May 6, 2019, the Company’s stockholders re-elected, by a plurality of the votes cast at the Annual Meeting, Leslie D. Michelson as the Class II director to serve until the Company’s 2022 annual meeting of stockholders and until his successor is duly elected and qualifies.

 

The Company’s stockholders also ratified, by a majority of the votes cast at the Annual Meeting, the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.

 

At the Annual Meeting, there were present, in person or by proxy, stockholders holding an aggregate of 76,251,149 shares of the Company’s common stock, out of a total number of 106,075,311 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 71.9% of the shares entitled to be voted. The full results of the matters voted on at the Annual Meeting are set forth below:

 

Proposal 1 – Election of Class II Director

 

Nominee Votes For Votes Against Abstain Broker Non-Votes
Leslie D. Michelson 19,86,306 4,128,127 342,783 51,973,933

 

Proposal 2 – Ratification of the Appointment of PwC as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019:

 

Votes For Votes Against Abstain Broker Non-Votes
74,419,810 1,356,297 475,042 *

 

*No broker non-votes arose in connection with Proposal No. 2.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  AMERICAN FINANCE TRUST, INC.
     
  By: /s/ Edward M. Weil, Jr.
    Edward M. Weil, Jr.
   

Chief Executive Officer and President

(Principal Executive Officer)

 

 

Dated: May 6, 2019