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):

May 6, 2010

 

 

DCT INDUSTRIAL TRUST INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   001-33201   82-0538520

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

518 17th Street, Suite 800

Denver, CO

  80202
(Address of Principal Executive offices)   (Zip Code)

Registrants’ telephone number, including area code: (303) 597-2400

 

 

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 (see General Instructions A.2.):

 

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2010, DCT Industrial Trust Inc. (the “Company”) held its annual meeting of stockholders in Denver, Colorado (the “Annual Meeting”). At the Annual Meeting the Company’s stockholders approved the Second Amended and Restated DCT Industrial Trust Inc. 2006 Long-Term Incentive Plan (the “Amended Plan”) to, among other things, increase the number of shares of the Company’s common stock reserved for issuance thereunder by 15,000,000 shares. The foregoing summary is qualified in its entirety by reference to the Amended Plan, which is filed as Exhibit 99.1 to this Form 8-K and incorporated by reference.

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

As of the record date, there were a total of 208,798,286 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable.

(a) Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2011 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal were as follows:

 

Names of Directors

   Total Number of
Votes Cast For
   Total Number of
Votes Withheld
   Broker
Non-Votes

Thomas G. Wattles

   147,279,661    1,876,615    25,577,435

Philip L. Hawkins

   148,189,938    966,338    25,577,435

Phillip R. Altinger

   96,433,503    52,722,773    25,577,435

Thomas F. August

   96,452,698    52,703,578    25,577,435

John S. Gates, Jr.

   148,127,779    1,028,497    25,577,435

Tripp H. Hardin

   148,124,882    1,031,394    25,577,435

John C. O’Keeffe

   148,145,474    1,010,802    25,577,435

Bruce L. Warwick

   96,530,240    52,626,036    25,577,435

Based on the votes set forth above, each of the foregoing persons was duly elected to serve as a director for a term expiring at the annual meeting of stockholders in 2011 and until his respective successor has been duly elected and qualified or until his earlier resignation or removal.

(b) Votes regarding the approval of the Amended Plan, were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

105,792,386    41,894,207    1,469,683    25,577,435

Based on the votes set forth above, the Amended Plan was approved by our stockholders.

(c) Votes regarding the ratification of the audit committee’s appointment of Ernst & Young LLP as independent registered public accounting firm for 2010, were as follows:

 

For

  

Against

  

Abstain

174,292,438    251,266    190,006

Based on the votes set forth above, the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company to serve for the fiscal year ending December 31, 2010 was duly ratified by our stockholders.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

  

Description of Exhibits

99.1    Second Amended and Restated DCT Industrial Trust Inc. 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 to Form S-8 filed on May 10, 2010)


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.

 

      DCT INDUSTRIAL TRUST INC.
Dated: May 12, 2010      
     

/s/ Philip L. Hawkins

      Name:   Philip L. Hawkins
      Title:   President and Chief Executive Officer