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 2, 2011

PS BUSINESS PARKS, INC.
(Exact Name of Registrant as Specified in its Charter)

California
001-10709
95-4300881
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

701 Western Avenue, Glendale, California
91201-2397
(Address of Principal Executive Offices)
(Zip Code)


(818) 244-8080
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

o  
Pre-commencements 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

(a) The Company’s annual meeting of shareholders was held on May 2, 2011.

(b) The four matters considered for a vote are described in detail in the Company’s proxy statement for the 2011 Annual Meeting filed with the Securities and Exchange Commission on April 4, 2011. The final results for the votes for each proposal are set forth below.

1. The shareholders elected eight directors to the Board of Directors to hold office until the 2012 Annual Meeting or until their successors are duly qualified and elected. The votes for each nominee were as follows:
 
Name
 
Votes For
 
Withheld
 
Broker Non-Votes
Ronald L. Havner, Jr.
 
23,067,955
 
71,950
 
420,623
Joseph D. Russell, Jr.
 
23,067,845
 
72,060
 
420,623
R. Wesley Burns
 
23,108,788
 
31,117
 
420,623
Jennifer Holden Dunbar
 
22,890,718
 
249,187
 
420,623
Arthur M. Friedman
 
23,035,984
 
103,921
 
420,623
James H. Kropp
 
22,801,461
 
338,444
 
420,623
Sara Grootwassink Lewis
 
23,112,316
 
27,589
 
420,623
Michael V. McGee
 
22,890,040
 
249,865
 
420,623
             

2. The shareholders ratified the appointment of Ernst & Young LLP as PS Business Parks’ independent registered public accounting firm for the fiscal year ended December 31, 2011 as follows:

Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
23,464,435
 
52,547
 
6,956
 
36,590
             

3. The shareholders approved the advisory vote on executive compensation as follows:

Votes For
 
Votes Against
 
Abstain
 
Broker Non-Votes
22,625,646
 
313,952
 
200,305
 
420,625
             

4. The shareholders approved holding future advisory votes on executive compensation every year as follows:

One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker Non-Votes
13,738,170
 
201,864
 
9,060,183
 
176,276
 
384,035
                 
 
 

 
 
 

 
 
 
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:           May 4, 2011

 
PS BUSINESS PARKS, INC.

By: /s/ Stephanie Heim
  Stephanie Heim
  Vice President