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TPGI > SEC Filings for TPGI > Form 8-K on 17-Dec-2013All Recent SEC Filings

Show all filings for THOMAS PROPERTIES GROUP INC | Request a Trial to NEW EDGAR Online Pro



Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders

Thomas Properties Group, Inc. (the "Company") held a special meeting of stockholders on December 17, 2013 (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved the two proposals described below. Stockholder action on a third proposal, to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of proposal 1, was not required and no vote was taken on that proposal.

The final voting results with respect to each proposal voted upon at the Special Meeting are set forth below.

Proposal 1

The Company's stockholders approved and adopted the Agreement and Plan of Merger, dated as of September 4, 2013 (the "Merger Agreement"), by and among Parkway Properties, Inc. ("Parkway"), Parkway Properties LP, PKY Masters, LP, the Company and Thomas Properties Group, L.P., pursuant to which, among other things, the Company will be merged with and into Parkway (the "Merger"), with Parkway surviving the Merger, and the other transactions contemplated by the Merger Agreement, as set forth below:

For Against Abstentions Broker Non-Votes 51,360,043 11,307 153,538 7,091,765

Proposal 2

The Company's stockholders approved, on an advisory (non-binding) basis, the
compensation payable to certain executive officers of the Company in connection
with the Merger.

                          For        Against     Abstentions
                       26,955,491   12,710,136     212,312

Item 8.01     Other Events

On December 17, 2013, the Company issued a press release announcing that its stockholders had approved and adopted the Merger Agreement at the Special Meeting. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01     Financial Statements and Exhibits

(d)      Exhibits

Exhibit      Description
99.1         Press Release issued by Thomas Properties Group, Inc., dated
             December 17, 2013

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