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| WPC > SEC Filings for WPC > Form 8-K on 14-Sep-2012 | All Recent SEC Filings |
14-Sep-2012
Submission of Matters to a Vote of Security Holders, Other Events, Financial S
On September 14, 2012, W. P. Carey & Co. LLC ("W. P. Carey") reported that its proposed conversion to a real estate investment trust ("REIT") and merger with its publicly held, non-traded REIT affiliate, Corporate Property Associates 15 Incorporated ("CPAŽ:15"), were approved by its shareholders at a special meeting held on September 13, 2012 (the "Special Meeting"). W. P. Carey also reported that the merger was approved by the stockholders of CPAŽ:15 at a separate special meeting of its stockholders held on the same date.
As of July 16, 2012, the record date for the Special Meeting, there were approximately 40,358,186 W. P. Carey listed shares outstanding and entitled to vote at the Special Meeting. Set forth below are the final voting results from the Special Meeting:
1. Approve the transactions described in the Agreement and Plan of Merger dated as of February 17, 2012 (the "Merger Agreement") by and among CPAŽ:15, CPAŽ:15 Holdco, Inc., a wholly-owned subsidiary of CPAŽ:15, W. P. Carey, W. P. Carey REIT, Inc. (now named W. P. Carey Inc.), a wholly-owned subsidiary of W. P. Carey ("W. P. Carey Inc."), CPAŽ:15 Merger Sub Inc., an indirect subsidiary of W. P. Carey Inc., and the other parties thereto.
For Against Abstain 25,324,104 127,968 193,693
The adoption of the Merger Agreement was approved.
2. Approve the Agreement and Plan of Merger dated February 17, 2012 (the "REIT Conversion Agreement") between W. P. Carey and W. P. Carey Inc., and approve the merger of W. P. Carey with and into W. P. Carey Inc., with W. P. Carey Inc. surviving the merger (the "W. P. Carey Merger"), pursuant to the REIT Conversion Agreement, as part of the conversion of W. P. Carey to a REIT for federal income tax purposes through a series of reorganizations and transactions, including the W. P. Carey Merger.
For Against Abstain 25,345,891 129,296 170,578
The adoption of the REIT Conversion Agreement was approved.
3. To transact such other business as may properly come before the Special Meeting or any adjournments or postponements of the special meeting, including, without limitation, a motion to adjourn the Special Meeting to another time for the purpose of soliciting additional proxies to approve the proposals described above (the "Adjournment Proposal").
For Against Abstain
21,485,577 2,658,431 1,501,757
The Adjournment Proposal was approved.
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On September 14, 2012, W. P. Carey issued a press release announcing the results of the Special Meeting. The foregoing description is qualified in its entirety by reference to the press release, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release issued on by W. P. Carey & Co. LLC, dated September 14, 2012
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