Attached files
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EX-10.2 - EXHIBIT 10.2 - FIRST POTOMAC REALTY TRUST | c17821exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - FIRST POTOMAC REALTY TRUST | c17821exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2011
FIRST POTOMAC REALTY TRUST
(Exact name of registrant as specified in its charter)
Maryland | 001-31824 | 37-1470730 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
7600 Wisconsin Avenue Bethesda, Maryland |
20814 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (301) 986-9200
N/A
(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:
o | Written communications 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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2009 Equity Compensation Plan
At the 2011 Annual Meeting of Shareholders (the Annual Meeting) of First Potomac Realty
Trust (the Company) held on May 19, 2011, the Companys shareholders approved Amendment No. 2 to
the Companys 2009 Equity Compensation Plan (the Amendment). The Amendment was approved by the
Companys Board of Trustees on March 30, 2011, subject to shareholder approval. The Amendment
increased by 4,500,000 the total number of common shares authorized for grant under the 2009 Equity
Compensation Plan.
The description of the terms and conditions of the Amendment, as set forth in the Companys
definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 8, 2011,
is incorporated herein by reference. The foregoing summary of the Amendment is qualified by
reference to the copy of the Amendment filed as Exhibit 10.1 hereto.
Non-Employee Trustee Compensation
On May 19, 2011, the Board of Trustees, upon recommendation of the Compensation Committee,
approved the annual compensation of non-employee trustees. For the twelve-month period beginning
May 19, 2011, each trustee will receive a base cash fee of $20,000. Mr. Heller will receive an
additional cash fee of $30,000 for his service as Lead Independent Trustee and the chairmen of the
Audit, Compensation, Nominating and Governance, and Finance and Investment Committees will receive
additional cash fees of $20,000, $15,000, $15,000 and $15,000, respectively. Each non-employee
trustee who is a member of the Audit Committee (other than the chairman) will receive an additional
fee of $10,000 and each non-employee trustee who is a member of any other committee (other than the
chairman) will receive an additional cash fee of $5,000 with respect to each committee on which he
serves.
In addition, on May 19, 2011, each of the non-employee trustees was granted 3,385 restricted
common shares of the Company (the Trustee Share Awards), valued on the date of grant at
approximately $55,000. The Trustee Share Awards will vest on May 19, 2012, assuming continued
service by the trustee until that date. A form of Restricted Stock Agreement is filed as Exhibit
10.2 hereto. The Company reimburses all trustees for reasonable out-of-pocket expenses incurred in
connection with their service on the Board of Trustees and all committees.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Results of 2010 Annual Meeting of Shareholders
The Annual Meeting was held at the Companys corporate headquarters in Bethesda, Maryland. A total
of 46,342,135 (92.58%) of the Companys issued and outstanding common shares held of record on
March 17, 2011 were present either in person or by proxy. The information below is a summary of
the voting results on five proposals considered and voted upon at the meeting.
Election of Trustees
The following persons, which represents the entire previous board of trustees of the Company, were
duly elected as trustees of the Company until the 2012 Annual Meeting of Shareholders or until
their successors are duly elected and qualified: Robert H. Arnold, Richard B. Chess, Douglas J.
Donatelli, J. Roderick Heller, III, R. Michael McCullough, Alan G. Merten and Terry L. Stevens.
The table below sets forth the voting results for each nominee:
Votes | Votes | Broker | ||||||||||
Nominee | For | Withheld | Non-Votes | |||||||||
Robert H. Arnold |
41,678,464 | 174,076 | 4,489,595 | |||||||||
Richard B. Chess |
41,428,068 | 424,472 | 4,489,595 | |||||||||
Douglas J. Donatelli |
40,660,580 | 1,191,960 | 4,489,595 | |||||||||
J. Roderick Heller, III |
41,673,044 | 179,496 | 4,489,595 | |||||||||
R. Michael McCullough |
41,422,114 | 430,426 | 4,489,595 | |||||||||
Alan G. Merten |
41,360,151 | 492,389 | 4,489,595 | |||||||||
Terry L. Stevens |
41,732,007 | 120,533 | 4,489,595 |
Approval of Amendment to 2009 Equity Compensation Plan
At the Annual Meeting, the Companys shareholders approved the Amendment to the Plan, as described
above. Set forth below are the results of the shareholder vote on this proposal:
Votes | Broker | |||||
Votes For | Against | Abstentions | Non-Votes | |||
33,493,635 | 8,280,327 | 78,578 | 4,489,595 |
Ratification of Independent Registered Public Accounting Firm
At the Annual Meeting, the Companys shareholders ratified the appointment of KPMG LLP as the
Companys independent registered public accounting firm for the fiscal year ending December 31,
2011. Set forth below are the results of the shareholder vote on this proposal:
Votes | Votes | Broker | ||||
For | Against | Abstentions | Non-Votes | |||
45,035,044 | 1,278,032 | 29,059 | 0 |
Approval (on an advisory, non-binding basis) of the Compensation of the Companys Named Executive
Officers
The Companys shareholders approved (on an advisory, non-binding basis) the compensation of
the Companys named executive officers as disclosed pursuant to Item 402 of Regulation S-K,
including the Compensation Discussion and Analysis, compensation tables and narrative discussion of
the Companys 2011 Proxy Statement. The table below sets forth the voting results for this
proposal:
Votes | Votes | Broker | ||||
For | Against | Abstentions | Non-Votes | |||
39,664,876 | 2,056,945 | 130,719 | 4,489,595 |
Recommendation (on an advisory, non-binding basis) on the Frequency of the Advisory Vote Related to
the Compensation of the Companys Named Executive Officers
The Companys stockholders (on an advisory, non-binding basis) voted on the frequency of the
advisory vote related to executive compensation. The table below sets forth the voting results for
this proposal:
One | Two | Three | Broker | |||||
Year | Years | Years | Abstentions | Non-Votes | ||||
35,178,477 | 3,127,044 | 3,496,254 | 50,765 | 4,489,595 |
Consistent with the Board of Trustees recommendation and in light of the Companys
shareholders vote on this proposal, the Board of Trustees has determined that the Company will
hold an advisory vote on executive compensation on an annual basis.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
10.1
|
Amendment No. 2 to the Companys 2009 Equity Compensation Plan. | |
10.2
|
Form of Restricted Common Share Award Agreement for Trustees |
SIGNATURE
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.
FIRST POTOMAC REALTY TRUST |
||||
May 23, 2011 | /s/ Joel F. Bonder | |||
Joel F. Bonder | ||||
Executive Vice President and General Counsel |
||||
EXHIBIT INDEX
Exhibit No. | Description | |
10.1
|
Amendment No. 2 to the Companys 2009 Equity Compensation Plan. | |
10.2
|
Form of Restricted Common Share Award Agreement for Trustees |