psb-8K Q117 submission page 042517

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 252017

____________________

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 25, 2017, PS Business Parks reported its results of operations and financial condition for the quarter ended March 31, 2017. 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 252017.



(b)  The four matters considered for a vote are described in detail in the Company’s proxy statement for the 2017 Annual Meeting filed with the Securities and Exchange Commission on March 232017. 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 2018 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.

 

20,652,428

 

5,060,128

 

521,053

Maria R. Hawthorne

 

25,639,266

 

73,290

 

521,053

Jennifer Holden Dunbar

 

25,632,968

 

79,588

 

521,053

James H. Kropp

 

25,535,404

 

177,152

 

521,053

Sara Grootwassink Lewis

 

25,518,809

 

193,747

 

521,053

Gary E. Pruitt

 

25,591,564

 

120,992

 

521,053

Robert S. Rollo

 

25,620,910

 

91,646

 

521,053

Joseph D. Russell, Jr.

 

25,574,220

 

138,336

 

521,053

Peter Schultz

 

25,641,764

 

70,792

 

521,053



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





 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

23,379,012

 

2,200,107

 

133,434

 

521,056



3The shareholders voted to hold future advisory votes to approve executive compensation annually as follows:





 

 

 

 

 

 

 

 

Votes For 1 year

 

Votes For 2 years

 

Votes For 3 years

 

Abstain

 

Broker Non-Votes

22,285,865

 

3,305

 

3,372,662

 

50,722

 

521,055



4.  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, 2017 as follows:





 

 

 

 

 

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

26,133,800

 

97,779

 

2,030

 

-0-



Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1:  Press release dated April 252017.


 



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 25, 2017



 

 



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 25, 2017.