psb-8K Q115 submission page 42815

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): April 28, 2015

____________________

PS BUSINESS PARKS, INC.

(Exact name of registrant as specified in its charter)

____________________

California

(State or Other Jurisdiction of Incorporation)

1-10709

95-4300881

(Commission File Number)

(I.R.S. Employer Identification Number)

 

701 Western Avenue, Glendale, California

91201-2349

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (818) 244-8080

N/A

(Former name or former address, if changed since last report)

____________________

Check the appropriate box 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))

 

 

 


 

Item 2.02.  Results of Operations and Financial Conditions

On April 28, 2015, PS Business Parks reported its results of operations and financial condition for the quarter ended March 31, 2015. The full text of the press release is furnished as exhibit 99.1 to this Current Report on Form 8-K. The information in Item 2.02 and Exhibit 99.1 are being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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

 

(a)  The Company’s annual meeting of shareholders was held on April 28, 2015.

 

(b)  The four matters considered for a vote are described in detail in the Company’s proxy statement for the 2015 Annual Meeting filed with the Securities and Exchange Commission on March 27, 2015. The final results for the votes for each proposal are set forth below.

 

1.  The shareholders elected nine directors to the Board of Directors to hold office until the 2016 Annual Meeting or until their successors are duly qualified and elected. The votes for each nominee were as follows:

 

 

 

 

 

 

 

 

Name

 

Votes For

 

Withheld

 

Broker Non-Votes

Ronald L. Havner, Jr.

 

21,605,532

 

4,138,271

 

460,850

Joseph D. Russell, Jr.

 

25,731,806

 

11,997

 

460,850

Jennifer Holden Dunbar

 

25,672,203

 

71,600

 

460,850

James H. Kropp

 

25,598,593

 

145,210

 

460,850

Sara Grootwassink Lewis

 

25,577,094

 

166,709

 

460,850

Michael V. McGee

 

25,672,103

 

71,700

 

460,850

Gary E. Pruitt

 

25,666,724

 

77,079

 

460,850

Robert S. Rollo

 

25,672,080

 

71,723

 

460,850

Peter Schultz

 

25,732,283

 

11,520

 

460,850

 

2.  The shareholders ratified the appointment of Ernst & Young LLP as PS Business Parks’ independent registered public accounting firm for the fiscal year ending December 31, 2015 as follows:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

26,139,003

 

61,524

 

4,126

 

-0-

3.  The shareholders approved an amendment to the Retirement Plan for Non-Employee Directors as follows:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

25,577,971

 

157,208

 

8,624

 

460,850

 

4.  The shareholders approved the advisory vote on executive compensation as follows:

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

23,857,009

 

1,793,554

 

93,240

 

460,850

 


 

 

 

Item 9.01.   Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1:  Press release dated April 28, 2015.


 

 

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.

PS BUSINESS PARKS, INC.

Date:  April 28, 2015

By:

/s/ Edward A. Stokx

 

Edward A. Stokx

 

Chief Financial Officer


 

INDEX TO EXHIBITS

 

 

 

 

 

 

Exhibit No.

 

Description

 

 

99.1

 

PS Business Parks, Inc. Earnings Press Release dated April 28, 2015.