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Section 1: 8-K (8-K)

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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): April 29, 2019


STAG INDUSTRIAL, INC.
(Exact name of registrant specified in its charter)

Maryland
001-34907
27-3099608
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)

One Federal Street, 23rd Floor
Boston, Massachusetts 02110
(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (617) 574-4777

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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 and Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  o
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. o









ITEM 5.07.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On April 29, 2019, STAG Industrial, Inc. (the “Company”) held its annual meeting of stockholders. The matters on which the stockholders voted, in person or by proxy, were:
1.
the election of eight directors to hold office until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified;

2.
the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019; and

3.
the approval, by non-binding vote, of the Company’s executive compensation.

The eight nominees were elected, the appointment of the independent registered public accounting firm was ratified and executive compensation was approved. The results of the voting were as follows:
Proposal 1: Election of Directors:
Director
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
Benjamin S. Butcher
 
92,993,213
 
2,329,868
 
97,383
 
15,010,400
Virgis W. Colbert
 
94,162,519
 
1,169,343
 
88,602
 
15,010,400
Michelle S. Dilley
 
94,384,286
 
954,923
 
81,255
 
15,010,400
Jeffrey D. Furber
 
94,353,391
 
979,967
 
87,106
 
15,010,400
Larry T. Guillemette
 
94,396,516
 
936,855
 
87,093
 
15,010,400
Francis X. Jacoby III
 
93,922,749
 
1,411,476
 
86,239
 
15,010,400
Christopher P. Marr
 
88,960,968
 
5,804,980
 
654,516
 
15,010,400
Hans S. Weger
 
94,391,498
 
944,361
 
84,605
 
15,010,400

Proposal 2: Ratification of Appointment of Independent Registered Public Accountants:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
107,450,968
 
2,702,437
 
277,459
 
-0-

Proposal 3: Approval of Executive Compensation:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
92,199,169
 
2,754,360
 
466,935
 
15,010,400























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.

 
 
STAG INDUSTRIAL, INC.
 
 
 
 
 
By:
/s/ Jeffrey M. Sullivan
 
 
Jeffrey M. Sullivan
 
 
Executive Vice President, General Counsel
 
 
and Secretary
Dated: May 1, 2019
 






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