UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 10, 2013 (June 4, 2013)
AMERICAN REALTY CAPITAL PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
|
Maryland |
001-35263 |
45-2482685 |
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
405 Park Avenue New York, New York 10022 |
| (Address, including zip code, of principal executive offices) |
|
(212) 415-6500 |
| Registrant’s telephone number, including area code: |
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 5.07. Submission of Matters to a Vote of Security Holders
American Realty Capital Properties, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders on June 4, 2013. At the annual meeting, the stockholders voted on (i) the election of Nicholas S. Schorsch, Edward M. Weil, Jr., William M. Kahane, Leslie D. Michelson, Scott J. Bowman, Edward G. Rendell and Walter P. Lomax, Jr. to the Company’s Board of Directors for one-year terms until the 2014 Annual Meeting of Stockholders and until their respective successor is duly elected and qualified, and (ii) a proposal to ratify of the audit committee’s appointment of Grant Thornton LLP as the Company’s independent auditor for 2013. The stockholders elected all seven nominees for director and ratified the audit committee’s appointment of Grant Thornton LLP as the Company’s independent auditor for 2013.
The full results of the matters voted on at the annual meeting are set forth below:
Proposal No. 1 — Election of Directors:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Nicholas S. Schorsch | 77,816,654 | 492,843 | 54,204,746 |
| Edward M. Weil, Jr. | 77,725,875 | 583,622 | 54,204,746 |
| William M. Kahane | 66,911,507 | 11,397,990 | 54,204,746 |
| Leslie D. Michelson | 78,042,197 | 267,300 | 54,204,746 |
| Edward G. Rendell | 77,990,193 | 319,304 | 54,204,746 |
| Scott J. Bowman | 78,046,391 | 263,106 | 54,204,746 |
| Walter P. Lomax, Jr. | 78,003,452 | 306,045 | 54,204,746 |
Proposal No. 2 — Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 131,837,620 | 224,133 | 452,490 | * |
* No broker non-votes arose in connection with Proposal No. 2, due to the fact that the matter was not considered a “significant matter” under NASDAQ rules.
No other proposals were submitted to a vote of the Company’s stockholders.
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, thereunto duly authorized.
| AMERICAN REALTY CAPITAL PROPERTIES, INC. | ||
| June 10, 2013 | By: | /s/ Nicholas S. Schorsch |
| Name: | Nicholas S. Schorsch | |
| Title: | Chief Executive Officer and | |
| Chairman of the Board of Directors | ||