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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): May 28, 2020

 

RETAIL PROPERTIES OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-35481

 

42-1579325

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2021 Spring Road, Suite 200, Oak Brook, Illinois 60523

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (630) 634-4200

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A common stock, $0.001 par value

 

RPAI

 

New York Stock Exchange

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.

Retail Properties of America, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”) on May 28, 2020. The total number of shares of common stock entitled to vote at the Annual Meeting was 214,121,973, of which 183,417,955 shares, or approximately 86%, were present online or by proxy. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against and the number of abstentions and broker non-votes with respect to each matter, as applicable.

(a)    Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2021 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal, were as follows:

Nominee

 

For

   

Against

   

Abstain

   

Broker Non-Votes

 

Bonnie S. Biumi

   

151,757,018

     

12,802,868

     

1,018,620

     

17,839,449

 

Frank A. Catalano, Jr.

   

146,154,795

     

18,386,799

     

1,036,912

     

17,839,449

 

Robert G. Gifford

   

149,058,929

     

15,483,593

     

1,035,984

     

17,839,449

 

Gerald M. Gorski

   

145,607,111

     

18,926,999

     

1,044,396

     

17,839,449

 

Steven P. Grimes

   

151,388,394

     

13,682,457

     

507,655

     

17,839,449

 

Richard P. Imperiale

   

149,245,187

     

15,301,440

     

1,031,879

     

17,839,449

 

Peter L. Lynch

   

133,619,887

     

30,547,419

     

1,411,200

     

17,839,449

 

Thomas J. Sargeant

   

151,766,100

     

13,314,399

     

498,007

     

17,839,449

 

A “broker non-vote” occurs when a broker (such as a custodian or bank) holding shares for a beneficial owner returns a signed proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Based on the votes set forth above, each of the foregoing persons was duly elected to serve as a director for a term expiring at the annual meeting of stockholders in 2021 and until his or her respective successor has been duly elected and qualified or until his or her earlier resignation or removal.    

(b)    With respect to the advisory resolution approving the compensation of the Company’s named executive officers, there were 151,644,339 votes for the resolution, 13,282,513 votes against the resolution, 651,654 votes abstaining from voting on the resolution and 17,839,449 broker non-votes. Based on the foregoing voting results, the advisory resolution approving the compensation of the Company’s named executive officers was approved by the Company’s stockholders. Of the total votes cast, over 91% voted in favor of the advisory resolution approving the compensation of the Company’s named executive officers.

(c)    With respect to the ratification of the audit committee’s appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2020, there were 170,242,250 votes for the ratification, 12,581,847 votes against the ratification, 593,858 votes abstaining from voting on the ratification and no broker non-votes. Based on the foregoing voting results, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company to serve for the fiscal year ending December 31, 2020 was duly ratified by the Company’s stockholders. Of the total votes cast, over 93% voted to ratify such appointment.


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.

 

 

RETAIL PROPERTIES OF AMERICA, INC.

 

 

(Registrant)

             

 

 

By:

 

/s/ Julie M Swinehart

 

 

 

Julie M. Swinehart

Date: June 2, 2020

 

 

 

Executive Vice President, Chief Financial Officer and Treasurer