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): June 2, 2014 (May 29, 2014)
New York REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
| Maryland | 000-54689 | 27-1065431 | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification No.) |
| 405 Park Avenue |
| 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
New York REIT, Inc. (the “Company”) held its 2014 Annual Meeting of Stockholders on May 29, 2014. At the annual meeting, the Company’s stockholders voted on the following proposals:
| 1. | To elect Nicholas S. Schorsch, William M. Kahane, Scott J. Bowman, William G. Stanley and Robert H. Burns to the Company’s Board of Directors for one-year terms until the 2015 Annual Meeting of Stockholders and until their respective successor is duly elected and qualified; |
| 2. | To ratify the audit committee’s appointment of Grant Thornton LLP as the Company’s independent auditor for 2014; |
| 3. | To amend the Company’s charter to remove or revise provisions regarding the Company’s equity stock; |
| 4. | To amend the Company’s charter to remove or revise provisions regarding stockholder voting rights; |
| 5. | To amend the Company’s charter to remove or revise provisions regarding stockholder information rights; |
| 6. | To amend the Company’s charter to remove or revise provisions regarding the composition of the Company’s Board of Directors; |
| 7. | To amend the Company’s charter to remove or revise provisions regarding the conduct of the Company’s Board of Directors; |
| 8. | To amend the Company’s charter to remove or revise provisions regarding the conduct of company business; |
| 9. | To amend the Company’s charter to remove or add provisions restricting transfer and ownership of shares; |
| 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; |
| 11. | To amend the Company’s charter to remove or revise provisions relating to the Company’s sponsor, advisor and their affiliates ; and |
| 12. | To approve proposed amendments regarding conforming changes and other ministerial modifications to and restatement of the Company’s charter. |
The Company’s stockholders approved each of the twelve proposals described above.
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 Against | Abstentions |
|
Nicholas S. Schorsch |
87,981,434.7850 |
570,731.9110 |
2,374,717.0520 |
|
William M. Kahane |
88,021,126.0910 |
521,120.7850 |
2,384,636.8720 |
|
Scott J. Bowman |
85,208,092.4520 |
3,370,647.8820 |
2,348,143.4140 |
|
William G. Stanley |
85,181,369.3130 |
3,407,101.3070 |
2,338,413.1280 |
|
Robert H. Burns |
85,086,334.7940 |
3,470,347.7500 |
2,370,201.2040 |
Proposal 2 — Ratification of Appointment of Independent Registered Accounting Firm:
| Votes For | Votes Against | Abstentions | |
|
87,804,286.6200 |
599,554.3220 |
3,190,270.6510 |
Proposals Nos. 3 through 12 — Amendments to the Company’s Charter:
| Votes For | Votes Against | Abstentions | |
| Proposal 3 | 88,602,771.4520 | 1,324,897.0810 | 3,221,545.6330 |
| Proposal 4 | 88,100,066.4120 | 1,835,303.4400 | 3,213,844.3140 |
| Proposal 5 | 88,135,951.3820 | 1,815,714.4600 | 3,197,548.3240 |
| Proposal 6 | 88,465,914.3480 | 1,435,339.1430 | 3,249,492.3220 |
| Proposal 7 | 88,447,979.9050 | 1,493,722.1170 | 3,209,043.7910 |
| Proposal 8 | 88,656,342.9650 | 1,258,339.8650 | 3,236,062.9830 |
| Proposal 9 | 88,574,191.7070 | 1,312,502.7000 | 3,264,051.4060 |
| Proposal 10 | 88,575,467.0370 | 1,295,628.3570 | 3,276,650.4190 |
| Proposal 11 | 88,593,837.7950 | 1,267,712.5010 | 3,289,195.5170 |
| Proposal 12 | 88,657,101.2100 | 1,222,429.9580 | 3,271,214.6450 |
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 hereunto duly authorized.
| NEW YORK REIT, INC. | ||
| Date: June 2, 2014 | By: | /s/ Nicholas S. Schorsch |
| Nicholas S. Schorsch | ||
| Chief Executive Officer and | ||
| Chairman of the Board of Directors | ||