- Current report filing (8-K)
18 Dicembre 2012 - 10:38PM
Edgar (US Regulatory)
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
December 18, 2012 (December 13, 2012)
Date of report (Date of earliest event reported)
Gramercy
Capital Corp.
(Exact Name of Registrant as Specified in Charter)
Maryland
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001-32248
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06-1722127
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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420 Lexington Avenue
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10170
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New York, New York
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(Zip Code)
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(Address of Principal Executive Offices)
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(212) 297-1000
(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 of 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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of stockholders (the "
Annual
Meeting
") of Gramercy Capital Corp. (the "
Company
") was held on December 13, 2012, at which 42,415,043
shares of the Company's common stock were represented in person or by proxy representing approximately 77.64% of the issued and
outstanding shares of the Company's common stock entitled to vote. At the Annual Meeting, the Company's stockholders (i) elected
the six directors named below to serve until the Company's 2013 Annual Meeting of Stockholders and until their successors are duly
elected and qualify; (ii) ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting
firm for the fiscal year ending December 31, 2012; and (iii) approved, by an affirmative vote of 78.33%, on a non-binding advisory
basis, the compensation of the Company's named executive officers. The proposals are described in detail in the Company's 2012
Proxy Statement relating to the Annual Meeting.
The final results for the votes regarding each proposal are
set forth below.
(i) The voting results with respect
to the election of each director were as follows:
Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Allan J. Baum
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16,525,860
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3,215,302
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22,673,881
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Gordon F. DuGan
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18,582,015
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1,159,147
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22,673,881
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Gregory F. Hughes
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18,583,236
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1,157,926
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22,673,881
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Marc Holliday
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17,557,963
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2,183,199
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22,673,881
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Jeffrey E. Kelter
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16,519,092
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3,222,070
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22,673,881
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Charles S. Laven
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16,517,735
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3,223,427
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22,673,881
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(ii) The voting results with respect
to the ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2012 were as follows:
Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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41,048,114
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216,579
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1,150,350
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0
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(iii) The voting results with respect
to the approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers were as follows:
Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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15,463,623
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4,108,216
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169,323
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22,673,881
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(b) A special meeting (the "
Special Meeting
")
of holders of the Company's 8.125% Series A Cumulative Redeemable Preferred Stock ("
Series A Preferred Stock
")
was held on December 13, 2012, at which 2,302,857 shares of Series A Preferred Stock were represented in person or by proxy representing
approximately 65.31% of the issued and outstanding shares of Series A Preferred Stock entitled to vote. At the Special Meeting,
the holders of the Series A Preferred Stock elected the director named below to serve on the Company's Board of Directors until
the 2013 annual meeting of stockholders, special meeting held in lieu thereof or his successor is elected and qualified; provided,
however, that the term of such director will automatically terminate if and when all arrears in dividends on the Series A Preferred
Stock then outstanding are paid and full dividends thereon for the then current quarterly dividend period have been paid or declared
and set apart for payment. The proposal is described in detail in the Company's 2012 Proxy Statement relating to the Special Meeting.
The final results for the votes regarding the proposal were
as follows:
Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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William H. Lenehan
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2,297,612
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5,245
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0
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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: December 18, 2012
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GRAMERCY CAPITAL CORP.
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By:
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/s/ Jon W. Clark
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Name:
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Jon W. Clark
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Title:
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Chief Financial Officer
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