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 26, 2017
DIVIDEND CAPITAL DIVERSIFIED PROPERTY FUND INC.
(Exact Name of Registrant as Specified in its Charter)
Maryland | 000-52596 | 30-0309068 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||
518 Seventeenth Street, 17th Floor, Denver CO | 80202 | |
(Address of Principal Executive Offices) | (Zip Code) | |
(303) 228-2200
(Registrant’s telephone number, including area code)
Not applicable
(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 (see General Instruction A.2. below):
☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 26, 2017, Dividend Capital Diversified Property Fund Inc. (referred to herein as the “Company,” “we,” “our,” or “us”) held the 2017 annual meeting of stockholders (the “Annual Meeting”). The four proposals considered at the Annual Meeting are set forth below and are described in detail in the definitive proxy statement for the Annual Meeting (the “Proxy Statement”), which is filed as an exhibit to this Current Report and is incorporated herein by reference. As of May 17, 2017, the record date, 146,062,971 shares of common stock were eligible to vote, of which 87,228,572 shares, or approximately 59.7%, were present to vote by proxy or in person at the Annual Meeting.
Proposal No. 1. The Company’s stockholders elected five directors of the Company (the “Directors”), who will serve until the 2018 annual meeting of stockholders and until their respective successors are duly elected and qualified. The Directors were elected pursuant to the voting results set forth below. The voting was closed on Proposal No. 1.
Name | For | Withheld | ||||
Richard D. Kincaid | 58,397,111 | 3,148,868 | ||||
John A. Blumberg | 58,359,191 | 3,186,788 | ||||
Charles B. Duke | 58,373,365 | 3,172,614 | ||||
Daniel J. Sullivan | 58,373,591 | 3,172,388 | ||||
John P. Woodberry | 58,341,547 | 3,204,432 | ||||
With respect to Proposal No. 1, the Company received 25,682,593 broker non-votes. Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a broker holding shares of the Company’s common stock for a beneficial owner is present at the meeting, in person or by proxy, and entitled to vote, but does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. A broker non-vote is not an indication of how the beneficial owner would have voted; it simply means that the beneficial owner did not instruct the broker as to how to vote his or her shares.
Proposal No. 2. The Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2017, as set forth below. The voting was closed on Proposal No. 2.
For | Against | Abstain | |||||
83,380,657 | 1,067,169 | 2,780,746 | |||||
Proposal No. 3. This proposal to amend the Company’s charter to restructure its share classes requires the affirmative vote of the holders of at least a majority of the Company’s outstanding shares of common stock entitled to vote thereon in order to pass. Sufficient votes to pass this proposal had not been received at the time of the Annual Meeting. In accordance with the approval of Proposal 4, the Company’s board of directors adjourned the Annual Meeting with respect to Proposal No. 3 (the “Adjournment”) in order to solicit additional proxies until Wednesday, August 9, 2017, at 4:00 pm Mountain Daylight Time at the Company's principal executive offices, 518 Seventeenth St, 17th Floor, Denver, Colorado 80202.
Proposal No. 4. The Company’s stockholders approved the proposal to permit our board of directors to adjourn the Annual Meeting, if necessary, to solicit additional proxies in favor of the foregoing proposals if there were not sufficient votes for the proposals, as set forth below. The voting was closed on Proposal No. 4.
For | Against | Abstain | |||||
78,372,635 | 4,980,027 | 3,875,910 | |||||
Item 8.01 Other Events.
Proposed Restructuring
As previously disclosed, our board of directors has approved and submitted to our stockholders for their approval Proposal No. 3 to amend our charter to restructure our share classes as part of a broader restructuring (the “Proposed Restructuring”). For more information about Proposal No. 3 and the Proposed Restructuring, please refer to the Proxy Statement.
As a result of the Adjournment of the Annual Meeting to August 9, 2017, described in Item 5.07 above, we now expect that the final day of effectiveness of the current Class E Share Redemption Program and Class A, W and I Share Redemption Program will be on or about August 9, 2017. We also expect that the last day that we will calculate a daily net asset value per share pursuant to our current valuation procedures will be on or about August 9, 2017. We also expect that the final day that we will accept subscriptions pursuant to the terms in our current registration statement for our public offering of Class A, Class W and Class I shares will be on or about August 9, 2017. We expect that redemption requests pursuant to these redemption programs, and/or subscriptions for Class A, Class W or Class I shares pursuant to the terms of our current registration statement, will be rejected if received on or after August 10, 2017.
We expect that on or about August 10, 2017, we will: (i) file the charter amendment to implement the share class restructuring, (ii) implement our new share redemption program, our new monthly valuation policies, our new distribution reinvestment plan, and various other restructuring changes, and (iii) file an amended registration statement with the Securities and Exchange Commission to revise the terms of our ongoing public offering to conform to the terms of the Proposed Restructuring. We anticipate that our new redemption program will be open and our public offering will resume shortly thereafter.
However, there can be no assurances that the stockholders will approve the proposed charter amendment on August 9, 2017, or at all, and, if approved, the implementation of the Proposed Restructuring may be delayed or may not be approved by our board of directors at all.
Historically, stockholders accrued distributions daily and were paid distributions quarterly. For the month of August 2017, our board of directors has authorized a distribution of $0.03 per share, subject to adjustment for class-specific expenses, which will accrue daily and be paid on or about August 31, 2017, at which point we currently expect our new distribution reinvestment plan will be in effect. In connection with the Proposed Restructuring, we currently expect that commencing in September, monthly distributions will accrue on single record dates and be paid monthly.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). These forward-looking statements include, among others, statements about the expected terms and implementation of the Proposed Restructuring. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise, and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). Forward-looking statements generally can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “foresee,” “looking ahead,” “is confident,” “should,” “will,” “predicted,” “likely,” or similar words or phrases intended to identify information that is not historical in nature. Forward-looking statements are based on expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. For a further discussion of risk factors that could lead to actual results materially different from those described in the forward-looking statements, see the risk factors disclosed in the definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on June 7, 2017, and the risk factors in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2017, both available at www.sec.gov. While forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
99.1 | Definitive Proxy Statement on Schedule 14A, filed with the Commission on June 7, 2017 and incorporated herein by reference | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dividend Capital Diversified Property Fund Inc. | ||
July 27, 2017 | ||
By: | /s/ M. KIRK SCOTT | |
M. Kirk Scott | ||
Chief Financial Officer | ||