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Section 1: 8-K (8-K)

Document


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): June 12, 2019
_______________________
398355847_pecohorizontallogoblue.jpg
Phillips Edison & Company, Inc.
(Exact name of registrant as specified in its charter)
_______________________

Maryland
000-54691
27-1106076
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

11501 Northlake Drive
Cincinnati, Ohio 45249
(Address of principal executive offices, including zip code)

(513) 554-1110
(Registrant’s telephone number, including area code)

_______________________

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
None
 
None
 
None

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 12, 2019, Phillips Edison & Company, Inc. (the "Company") held its annual meeting of stockholders. At the annual meeting, the stockholders elected seven directors to serve until the annual meeting in 2020 and until their successors are duly elected and qualified; approved, on an advisory basis, the compensation paid to the Company's named executive officers ("Say on Pay"); and ratified the selection of Deloitte & Touche LLP as the Company's independent auditor for 2019. The final results are below.

Election of Directors
Nominee
For
Withheld
Broker Non-Votes
Jeffrey S. Edison
119,470,708
6,055,316
17,084,961
Leslie T. Chao
119,136,071
6,389,953
17,084,961
David W. Garrison
119,348,302
6,177,722
17,084,961
Paul J. Massey, Jr.
119,252,780
6,273,244
17,084,961
Stephen R. Quazzo
119,141,328
6,384,696
17,084,961
John A. Strong
119,355,377
6,170,647
17,084,961
Gregory S. Wood
119,473,643
6,052,381
17,084,961


Say on Pay
For
Against
Abstain
Broker Non-Votes
102,255,094
10,230,479
13,040,451
17,084,961


Ratification of Auditor
For
Against
Abstain
Broker Non-Votes
135,363,604
2,047,569
5,199,812






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. 
 
 
 
 
PHILLIPS EDISON & COMPANY, INC.
 
 
 
Dated: June 17, 2019
By:
/s/ Tanya E. Brady
 
 
Senior Vice President, General Counsel and Secretary
 
 
 




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