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, 2014
QTS Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-36109 | 46-2809094 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
| 12851 Foster Street Overland Park, KS |
66213 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (913) 814-9988
Not Applicable
(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 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2014, QTS Realty Trust, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders (the “Annual Meeting”) at which the stockholders (i) elected eight directors and (ii) ratified the appointment of Ernst & Young LLP (“Ernst & Young”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The proposals are described in detail in the Company’s Proxy Statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 19, 2014. The final voting results for each proposal are set forth below.
Election of Directors
At the Annual Meeting, stockholders elected eight directors of the Company to serve until the 2015 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 |
31,387,971 | 14,536 | 691,042 | |||||||||
| John W. Barter |
31,397,471 | 5,036 | 691,042 | |||||||||
| William O. Grabe |
30,773,067 | 629,440 | 691,042 | |||||||||
| Catherine R. Kinney |
31,341,137 | 61,370 | 691,042 | |||||||||
| Peter A. Marino |
31,397,130 | 5,377 | 691,042 | |||||||||
| Scott D. Miller |
31,051,288 | 351,219 | 691,042 | |||||||||
| Philip P. Trahanas |
30,109,722 | 1,292,785 | 691,042 | |||||||||
| Stephen E. Westhead |
31,397,370 | 5,137 | 691,042 | |||||||||
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, 2014. The table below sets forth the voting results for this proposal:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 32,081,937 | 4,397 | 7,215 | 0 |
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/ Shirley E. Goza | |
| Shirley E. Goza | ||
| Secretary and General Counsel | ||
May 9, 2014