8-K

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): September 25, 2017

PARKWAY, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-37819	61-1796261
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
San Felipe Plaza 5847 San Felipe Street, Suite 2200,
Houston, Texas		77057
(Address of Principal Executive Offices)		(Zip code)

(346) 200-3100

(Registrant’s telephone number, including area code)

N/A

(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:

☐ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 September 25, 2017, Parkway, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) at which the holders of shares of common stock, par value $0.001 per share, and limited voting stock, par value $0.001 per share, voting together as a single class approved the merger of Real Estate Houston US LLC, an affiliate of the Canada Pension Plan Investment Board (“CPPIB”), with and into the Company, with the Company as the surviving entity and a subsidiary of CPPIB (the “Merger”), pursuant to the definitive Agreement and Plan of Merger, dated June 29, 2017, among the Company, Parkway Properties LP, Real Estate Houston US Trust, Real Estate Houston US LLC and Real Estate Houston US LP, and the transactions contemplated thereby (the “Parkway Merger Proposal”). Common stockholder action on a second proposal (the “Parkway Adjournment Proposal”), to approve any adjournments of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Parkway Merger Proposal, was not required and no vote was taken on this matter. The final voting results with respect to the proposal voted upon at the Special Meeting are set forth below.

The results of the vote to approve the Parkway Merger Proposal were as follows:

FOR	AGAINST	ABSTAIN
42,857,299	33,183	104,958

Because none of the proposals before the Special Meeting were “routine” matters, there were no broker non-votes occurring in connection with this proposal at the Special Meeting.

The Parkway Merger Proposal and Parkway Adjournment Proposal are described in more detail in the definitive proxy statement on Schedule 14A dated August 11, 2017 relating to the Merger, as amended and supplemented by the definitive additional materials on Schedule 14A dated September 8, 2017.

Item 8.01. Other Events

On September 25, 2017, the Company issued a press release announcing the results of the Special Meeting and that the Board of Directors of the Company authorized, and the Company declared, a special cash dividend of $4.00 per share of common stock. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated September 25, 2017

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.

Date: September 25, 2017	PARKWAY, INC.
	BY:	/s/ A. Noni Holmes-Kidd
		A. Noni Holmes-Kidd
		Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

PARKWAY ANNOUNCES STOCKHOLDER APPROVAL OF MERGER

AND DECLARES SPECIAL CASH DIVIDEND

HOUSTON, TEXAS – September 25, 2017 – Parkway, Inc. (“Parkway”) (NYSE:PKY) announced today that its stockholders approved the previously announced merger of Parkway with an affiliate of Canada Pension Plan Investment Board (“CPPIB”). At the special meeting of Parkway stockholders, 85.58% of the outstanding shares of common and limited voting stock, voting together as a single class, were voted in favor of the merger, which represented 99.68% of the votes cast at the special meeting.

Additionally, Parkway announced today that its Board of Directors has authorized, and Parkway has declared, a special cash dividend of $4.00 per share of common stock payable on the later to occur of October 10, 2017 and the second day immediately preceding the expected effective date of the merger (and, if such day is not a business day, the business day immediately preceding such day), provided that payment is conditioned upon the satisfaction or waiver of all conditions to closing of the merger (other than those conditions that by their nature are to be satisfied at the closing). The special cash dividend will be payable to common stockholders of record as of the close of business on October 9, 2017.

The merger is expected to close on or about October 12, 2017, subject to the satisfaction or waiver of all closing conditions related to the transaction. Parkway’s stockholders who hold their shares of common stock on the record date for the special cash dividend and through the effective time of the merger will be entitled to receive an aggregate of $23.05 in cash, consisting of the $4.00 special cash dividend and merger consideration of $19.05 per share.

About Parkway

Parkway, Inc. is an independent, publicly traded, self-managed real estate investment trust (“REIT”) that owns and operates high-quality office properties located in attractive submarkets in Houston, Texas. As of June 30, 2017, our portfolio consists of five Class A assets comprising 19 buildings and totaling approximately 8.7 million rentable square feet in the Greenway, Galleria and Westchase submarkets of Houston.

Forward Looking Statements

Certain statements contained in this press release, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws and as such are based upon Parkway’s current beliefs as to the outcome and timing of future events. There can be no assurance that actual future developments affecting Parkway will be those anticipated by Parkway. Parkway cautions investors that any forward-looking statements presented in this press release are based on management’s beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “will,” “result” or similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve risks and uncertainties (some of which are beyond Parkway’s control) and are subject to change based upon various factors, including but not limited to the following risks and uncertainties: the

5847 San Felipe Street, Suite 2200 | Houston, TX 77057

p. 346.200.3100 | www.pky.com

ability of Parkway to obtain required stockholder approval required to consummate the proposed merger; the satisfaction or waiver of other conditions in the merger agreement; the outcome of any legal proceedings that may be instituted against Parkway and others related to the merger agreement; the risk that the merger, or the other transactions contemplated by the merger agreement may not be completed in the time frame expected by the parties or at all; the ability of Parkway to implement its operating strategy; changes in economic cycles; and competition within the office properties real estate industry; and other risks and uncertainties detailed from time to time in Parkway’s Securities and Exchange Commission (the “SEC”) filings.

Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Parkway’s business, financial condition, liquidity, cash flows and results could differ materially from those expressed in any forward-looking statement. While forward-looking statements reflect Parkway’s good faith beliefs, they are not guarantees of future performance. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. Except as required by law, Parkway undertakes no obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

Contact:

Thomas Blalock

Vice President, Finance & Capital Markets

(407) 581-2915