0001144204-16-113200.txt : 20160715 0001144204-16-113200.hdr.sgml : 20160715 20160715171809 ACCESSION NUMBER: 0001144204-16-113200 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160715 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20160715 DATE AS OF CHANGE: 20160715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Realty Capital Healthcare Trust III, Inc. CENTRAL INDEX KEY: 0001609234 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383930747 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55625 FILM NUMBER: 161770302 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 8-K 1 v444340_8k.htm FORM 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): July 15, 2016

American Realty Capital Healthcare Trust III, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	000-55625	38-3930747
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

405 Park Avenue, 14^th 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:

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.

American Realty Capital Healthcare Trust III, Inc.’s (the “Company”) 2016 annual meeting of stockholders (the “Annual Meeting”) was initially called to order on June 30, 2016 and was adjourned for lack of quorum. The Annual Meeting was reconvened on July 15, 2016. At the reconvened Annual Meeting on July 15, 2016, there were present, in person or by proxy, stockholders holding an aggregate of 3,467,068 shares of the Company’s common stock, out of a total number of 6,845,893 shares of the Company’s common stock issued and outstanding and entitled to vote at the reconvened Annual Meeting.

At the reconvened Annual Meeting on July 15, 2016, stockholders voted on (i) the election of B.J. Penn, Sue P. Perrotty and Edward M. Weil, Jr. to the Company’s Board of Directors for one-year terms until the 2017 annual meeting of stockholders and until their respective successor is duly elected and qualified and (ii) the ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

The stockholders elected all three nominees for director and ratified the appointment of KPMG. The full results of the matters voted on at the reconvened Annual Meeting are set forth below:

Proposal 1 – Election of Directors

Nominee	Votes For	Votes Against	Abstain	Broker Non-Votes
B.J. Penn	3,185,171	68,694	213,203	*
Sue P. Perrotty	3,208,317	62,070	196,681	*
Edward M. Weil, Jr.	3,175,340	74,670	217,058	*

Proposal 2 – Ratification of the Appointment of KPMG as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2016:

Votes For	Votes Against	Abstain	Broker Non-Votes
3,231,858	50,093	185,117	*

No broker non-votes were recorded in connection with Proposal No. 1 or Proposal No. 2.

Other Proposals

The reconvened Annual Meeting was adjourned to July 29, 2016 at 1:00 p.m. (local time) to be held at 405 Park Avenue, New York, New York to permit stockholders of record as of April 18, 2016 additional time to consider the proposals listed below, and to enable the Company’s proxy solicitor, Broadridge Investor Communication Solutions, Inc., more time to solicit stockholder votes. Valid proxies submitted prior to the Annual Meeting on July 15, 2016 will continue to be valid for the reconvened Annual Meeting, unless properly changed or revoked prior to votes being taken at the reconvened Annual Meeting.

Proposal 3: To amend the Company’s charter to remove or revise provisions regarding the Company’s stock;

Proposal 4: To amend the Company’s charter to remove or revise provisions regarding stockholder voting rights;

Proposal 5: To amend the Company’s charter to remove or revise provisions regarding stockholder information rights;

Proposal 6: To amend the Company’s charter to remove or revise provisions regarding the composition of the Company’s board of directors;

Proposal 7: To amend the Company’s charter to remove or revise provisions regarding the conduct of the Company’s board of directors;

Proposal 9: To amend the Company’s charter to remove or add provisions restricting transfer and ownership of shares; and

Proposal 10: To amend the Company’s charter to remove or revise provisions stating that the NASAA REIT guidelines control interpretation of the Company’s charter.

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.

Date: July 15, 2016	American Realty Capital HEALTHCARE TRUST III, Inc.


	By:	/s/ Katie P. Kurtz
	Katie P. Kurtz
	Chief Financial Officer, Treasurer and Secretary