8-K 1 tv495591_8k.htm FORM 8-K













Date of Report (Date of earliest event reported): May 31, 2018


American Finance Trust, Inc.

(Exact Name of Registrant as Specified in Charter)


Maryland   000-55197   90-0929989

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)


405 Park Avenue, 4th Floor

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))


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 x


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. x







Item 5.07. Submission of Matters to a Vote of Security Holders.


At the 2018 annual meeting of stockholders (the “Annual Meeting”) of American Finance Trust, Inc. (the “Company”) held on May 31, 2018, the Company’s stockholders re-elected, by a plurality of the votes cast at the Annual Meeting, Stanley R. Perla and Edward G. Rendell to the Company’s Board of Directors as Class I directors to serve until the Company’s 2021 annual meeting of stockholders and until their successors are duly elected and qualify.


The Company’s stockholders also ratified, by a majority of the votes cast at the Annual Meeting, the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.


No other proposals were submitted to a vote of the Company’s stockholders at the Annual Meeting.


At the Annual Meeting, there were present, in person or by proxy, stockholders holding an aggregate of 54,389,807 shares of the Company’s common stock, out of a total number of 104,945,947 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting, representing approximately 51.8% of the shares entitled to be voted. The full results of the matters voted on at the Annual Meeting are set forth below:


Proposal 1 – Election of Class I Directors


Nominee Votes For Votes Against Abstain Broker Non-Votes
Stanley R. Perla 45,111,422 3,776,352 3,366,451 2,135,582
Edward G. Rendell 44,629,666 4,334,742 3,289,817 2,135,582


Proposal 2 – Ratification of the Appointment of KPMG as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2018:


  Votes For Votes Against Abstain Broker Non-Votes
KPMG 49,954,611 1,420,220 3,014,976 *


* No broker non-votes arose in connection with Proposal No. 2.







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.


  American Finance Trust, Inc.
Date: May 31, 2018 By: /s/ Edward M. Weil, Jr.
    Edward M. Weil, Jr.
    Chairman, Chief Executive Officer and President