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UBA > SEC Filings for UBA > Form 8-K on 22-Mar-2013All Recent SEC Filings

Show all filings for URSTADT BIDDLE PROPERTIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for URSTADT BIDDLE PROPERTIES INC


22-Mar-2013

Change in Directors or Principal Officers, Amendments to Articles o


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

At the Annual Meeting of Stockholders of Urstadt Biddle Properties Inc. (the "Company") held on March 21, 2013, the stockholders approved an amendment to the Company's Amended and Restated Restricted Stock Award Plan (the "Plan") increasing by 600,000 shares of common stock the maximum number of shares available for issuance under the Plan. As amended, the Plan permits the Company's Compensation Committee to issue up to 3,750,000 common shares, of which 350,000 shares are Class A Common Stock, 350,000 shares are Common Stock and 3,050,000 shares, at the discretion of the Compensation Committee, may be any combination of Class A Common Stock or Common Stock.

The principal purpose of the Plan is to promote the long-term growth of the Company by attracting, retaining, and motivating Directors and key management personnel possessing outstanding ability and to further align the interests of such personnel with those of the Company's stockholders through stock ownership opportunities. Pursuant to the Plan, Directors and management personnel of the Company, selected by the Compensation Committee, may be issued restricted stock awards.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year

At the Annual Meeting of Stockholders of the Company held on March 21, 2013, the stockholders approved amendments to the Company's Charter (i) increasing the number of authorized shares of stock that the Company has authority to issue from 100,000,000 shares to 200,000,000 shares, (ii) permitting the Board of Directors to make changes in the number of authorized shares of stock without additional approval from stockholders, and (iii) reducing the percentage required for approval of certain stockholder votes from two-thirds to a majority.

The amendments to the Charter became effective on March 22, 2013 upon the filing of Articles of Amendment with the State Department of Assessments and Taxation of the State of Maryland. A copy of the Articles of Amendment so filed is attached hereto as Exhibit 99.1 and incorporated herein by reference.



Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting of Stockholders of the Company held on March 21, 2013, stockholders were asked to vote on the following matters:

1. Election of Directors

Election of one Director (Class III) to serve for two years:

               Director            For             Withheld           Broker Non-votes
       Catherine U. Biddle      8,439,499           69,158               1,112,612

       and

       Election of three Directors (Class I) to serve for three years:

               Director            For             Withheld           Broker Non-votes
       Wiling L. Biddle         8,117,279          391,378               1,112,612
       E. Virgil Conway         8,140,777          367,880               1,112,612
       Robert J. Mueller        8,145,156          363,502               1,112,612

2. Ratification of the appointment of PKF O'Connor Davies, A Division of O'Connor Davies, LLP as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2013.

For Against Abstain Broker Non-votes 9,593,947 19,452 7,870 0


 3.      Amendment to the Company's Charter to increase the number of authorized
         shares of stock.

               For            Against          Abstain      Broker Non-votes
            7,380,180        1,120,789          7,688           1,112,612

4. Amendment to the Company's Charter to permit the Board of Directors to make changes in the number of authorized shares of stock without additional approval from stockholders.

For Against Abstain Broker Non-votes 7,230,347 1,270,628 7,682 1,112,612

5. Amendment to the Company's Charter to reduce the percentage required for approval of certain stockholder votes from two-thirds to a majority.

               For            Against          Abstain      Broker Non-votes
            7,864,515         632,363           11,780          1,112,612

 6.      Amendment to the Company's Restricted Stock Award Plan.

               For            Against          Abstain      Broker Non-votes
            7,953,211         539,938           15,508          1,112,612

Catherine U. Biddle was elected to serve among the Company's Class III Directors until the 2015 Annual Meeting of stockholders. Mrs. Biddle currently serves as Vice President, Corporate Secretary and a Director of Urstadt Property Company, Inc., a real estate investment company unrelated to Urstadt Biddle Properties Inc. A copy of the press release announcing Mrs. Biddle's election to the Board is attached hereto as Exhibit 99.2 and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.
(a) Not applicable

(b) Not applicable

(c) Not applicable.

(d) The following exhibits are filed as part of this report:

(i) Articles of Amendment dated March 21, 2013 to the Company's Articles of Incorporation are filed as Exhibit 99.1.
(ii) Press release dated March 21, 2013 is filed as Exhibit 99.2.

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