Form 8-K

 

 

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 30, 2012

 

 

PS BUSINESS PARKS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

California   1-10709   95-4300881

(State or Other Jurisdiction of

Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

701 Western Avenue, Glendale, California 91201-2397

(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)

 

 

 

¨ 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 30, 2012, PS Business Parks reported its results of operations and financial condition for the quarter ended March 31, 2012. 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 they 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 30, 2012.

(b) The four matters considered for a vote are described in detail in the Company’s proxy statement for the 2012 Annual Meeting filed with the Securities and Exchange Commission on March 30, 2012. The final results for the votes for each proposal are set forth below.

1. The shareholders elected eight directors to the Board of Directors to hold office until the 2013 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.

   22,449,214    251,700    385,393

Joseph D. Russell, Jr.

   22,554,676    146,238    385,393

Jennifer Holden Dunbar

   22,483,469    217,445    385,393

James H. Kropp

   22,343,799    357,115    385,393

Sara Grootwassink Lewis

   22,688,622    12,292    385,393

Michael V. McGee

   22,483,329    217,585    385,393

Gary E. Pruitt

   22,573,997    126,917    385,393

Peter Schultz

   22,688,515    12,399    385,393

2. The shareholders ratified the appointment of Ernst & Young LLP as PS Business Parks’ independent registered public accounting firm for the fiscal year ended December 31, 2012 as follows:

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

23,021,965

   59,706    4,636    0

3. The shareholders approved the PS Business Parks, Inc. 2012 Equity and Performance-Based Incentive Compensation Plan as follows:

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

22,272,023

   251,119    177,772    385,393

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

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

21,704,762

   821,431    174,721    385,393

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 99.1
:
   Press release dated April 30, 2012.


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 30, 2012

By: /s/ Edward A. Stokx

  Edward A. Stokx

  Chief Financial Officer