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MPG > SEC Filings for MPG > Form 8-K on 30-Jul-2012All Recent SEC Filings

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Form 8-K for MPG OFFICE TRUST, INC.


30-Jul-2012

Submission of Matters to a Vote of Security Holders


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

The 2012 Annual Meeting of Stockholders of MPG Office Trust, Inc. (the "Company") was held on July 27, 2012. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934 (the "Exchange Act"), and there was no solicitation in opposition to the recommendations of our board of directors.

The holders of our common stock voted on the following proposals:

Proposal 1 concerned the election of six directors to serve until the 2013 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify. Each of the nominees for director listed in the proxy statement was elected by a plurality of votes cast pursuant to the process described in the proxy statement, as follows:

                           Votes         Votes         Broker
   Name of Nominee         "FOR"      "WITHHELD"    "NON-VOTES"
Christine N. Garvey     22,829,176     1,320,862     18,247,282
Michael J. Gillfillan   23,137,902     1,012,136     18,247,282
Joseph P. Sullivan      22,886,187     1,263,851     18,247,282
George A. Vandeman      23,007,099     1,142,939     18,247,282
Paul M. Watson          23,159,088       990,950     18,247,282
David L. Weinstein      23,159,438       990,600     18,247,282

Proposal 2 concerned the adoption, on an advisory basis, of a resolution approving the compensation of certain executives ("say-on-pay vote"), as described in the Company's 2012 Proxy Statement. The compensation of certain executives was approved by the following vote:

   Votes        Votes         Shares          Broker
   "FOR"      "AGAINST"    "ABSTAINING"    "NON-VOTES"
16,840,150    7,284,312          25,576     18,247,282

Proposal 3 concerned the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012. The selection of KPMG LLP was ratified by the following vote:

   Votes        Votes         Shares         Broker
   "FOR"      "AGAINST"    "ABSTAINING"    "NON-VOTES"
41,869,286      250,641         277,393            N/A

Under applicable law, Proposal 1 required the affirmative vote of a plurality of the votes cast and Proposals 2 and 3 required the affirmative vote of a majority of the votes cast. With respect to each proposal, abstentions and broker non-votes were not counted as votes cast, and thus had no effect as to whether the proposal was approved.


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The holders of our 7.625% Series A Cumulative Redeemable Preferred Stock voted on the following proposal:

Proposal 1 concerned the election of two directors to serve a one-year term and until their respective successors are duly elected and qualify. Each of the nominees for director listed in the proxy statement was elected by a plurality of votes cast pursuant to the process described in the proxy statement, as follows:

                         Votes         Votes         Broker
  Name of Nominee        "FOR"      "WITHHELD"    "NON-VOTES"
Robert M. Deutschman   4,828,340       667,033              -
Edward J. Ratinoff     4,828,340       667,033              -

Under applicable law, Proposal 1 required the affirmative vote of a plurality of the votes cast. Abstentions and broker non-votes were not counted as votes cast, and thus had no effect as to whether the proposal was approved.


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