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COLE > SEC Filings for COLE > Form 8-K on 23-Jan-2014All Recent SEC Filings

Show all filings for COLE REAL ESTATE INVESTMENTS, INC.

Form 8-K for COLE REAL ESTATE INVESTMENTS, INC.


23-Jan-2014

Submission of Matters to a Vote of Security Holders, Other Eve


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

A special meeting of the stockholders of Cole Real Estate Investments, Inc. ("Cole") was held on January 23, 2014. At the special meeting, Cole stockholders were asked to vote on matters related to the proposed merger between American Realty Capital Properties, Inc. ("ARCP") and Cole (the "Merger") pursuant to the terms of the merger agreement dated October 22, 2013 by and among ARCP, Clark Acquisition, LLC and Cole (the "Merger Agreement"). Cole previously filed with the Securities and Exchange Commission the proxy statement and related materials pertaining to this special meeting, which describe in detail each of the proposals submitted to stockholders at the meeting. The final results for the votes regarding each proposal are set forth below.

Proposal One: Approval of the Merger and other transactions described in the Merger Agreement. This proposal was approved with the votes shown:

For Against Abstained Broker Non-Votes 309,032,430 1,966,864 14,693,143 0

Proposal Two: Approval, on an advisory (non-binding) basis, of specified compensation that may become payable to Cole's named executive officers in connection with the Merger. This proposal was approved with the votes shown:

For Against Abstained Broker Non-Votes 237,395,158 70,138,070 18,159,209 0

Proposal Three: Approval of a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Merger and the other transactions contemplated by the Merger Agreement. This proposal was approved with the votes shown:

For Against Abstained Broker Non-Votes 296,846,282 13,069,122 15,777,033 0

Because there were sufficient votes from Cole's stockholders to approve the proposal to approve the Merger and the other transactions described in the Merger Agreement, Proposal Three, pertaining to the adjournment of the special meeting to solicit additional proxies, was unnecessary.



Item 8.01. Other Events

On January 23, 2014, ARCP and Cole issued a joint press release announcing that Cole stockholders approved the Merger and the other transactions contemplated by the Merger Agreement and that ARCP stockholders approved the issuance of shares of ARCP common stock to Cole stockholders pursuant to the Merger Agreement. A copy of such joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Joint Press Release issued by ARCP and Cole, dated January 23, 2014.

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