UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 4, 2021, QTS Realty Trust, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved an amendment and restatement of the QTS Realty Trust Inc. 2013 Equity Incentive Plan (the “Amended and Restated 2013 Plan”) to, among other things, (A) increase the total number of shares of Class A common stock reserved for issuance under the plan by 2,000,000 shares, (B) provide for a minimum one-year vesting period for all awards under the Amended and Restated 2013 Plan, subject to an exception for awards with respect to 5% of shares authorized for issuance under Amended and Restated 2013 Plan, (C) extend the term of the plan to May 4, 2031, and (D) remove language that was designed to enable awards to qualify for the exception to the Section 162(m) deduction limit for performance-based compensation, which was repealed by the Tax Cuts and Jobs Act. The Company’s Board of Directors (the “Board”), upon recommendation of the Compensation Committee of the Board, previously approved the Amended and Restated 2013 Plan, subject to such stockholder approval.
A copy of the Amended and Restated 2013 Plan is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, (i) ten directors were elected, (ii) the compensation paid to the Company’s named executive officers was approved in an advisory vote, (iii) the Amended and Restated 2013 Plan was approved, and (iv) the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified. The proposals are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 18, 2021. The final voting results for each proposal are set forth below.
Election of Directors
At the Annual Meeting, stockholders elected ten directors of the Company to serve until the 2022 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The table below sets forth the voting results for each director nominee:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||
| Chad L. Williams | 59,169,088 | 5,601,886 | 1,581,451 | ||||
| John W. Barter | 64,544,183 | 226,791 | 1,581,451 | ||||
| Joan A. Dempsey | 64,507,080 | 263,894 | 1,581,451 | ||||
| Catherine R. Kinney | 61,964,465 | 2,806,509 | 1,581,451 | ||||
| Peter A. Marino | 61,922,493 | 2,848,481 | 1,581,451 | ||||
| Scott D. Miller | 64,346,522 | 424,452 | 1,581,451 | ||||
| Mazen Rawashdeh | 64,347,378 | 423,596 | 1,581,451 | ||||
| Wayne M. Rehberger | 64,547,941 | 223,033 | 1,581,451 | ||||
| Philip P. Trahanas | 64,335,984 | 434,990 | 1,581,451 | ||||
| Stephen E. Westhead | 64,347,411 | 423,563 | 1,581,451 |
Advisory Vote to Approve Named Executive Officer Compensation
At the Annual Meeting, the Company’s stockholders voted on a non-binding resolution to approve the compensation of the Company’s named executive officers. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 56,933,276 | 7,806,759 | 30,939 | 1,581,451 |
Amended and Restated 2013 Plan
At the Annual Meeting, the Company’s stockholders approved the Amended and Restated 2013 Plan. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 49,822,784 | 14,920,723 | 27,467 | 1,581,451 |
Ratification of Ernst & Young as the Company’s Independent Registered Public Accounting Firm
At the Annual Meeting, the Company’s stockholders ratified the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The table below sets forth the voting results for this proposal:
| Votes For | Votes Against | Abstentions | |||
| 65,856,229 | 469,619 | 26,577 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 10.1 | QTS Realty Trust, Inc. Amended and Restated 2013 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| QTS Realty Trust, Inc. | ||
| By: | /s/ Matt N. Thomson | |
| Matt N. Thomson | ||
| Secretary, Vice President and General Counsel | ||
May 6, 2021