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PSB > SEC Filings for PSB > Form 8-K on 29-Apr-2014All Recent SEC Filings

Show all filings for PS BUSINESS PARKS INC/CA



Creation of a Direct Financial Obligation or an Obligation under an Off-

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

PS Business Parks, L.P. entered into a Second Amended and Restated Revolving Credit Agreement dated as of April 28, 2014 with Wells Fargo Bank, National Association, as Administrative Agent, and the lenders named therein (the "Credit Agreement"). Pursuant to the Credit Agreement, PS Business Parks, L.P. has the ability to borrow up to $250 million under a revolving credit facility which terminates on May 1, 2019. Interest on the amounts borrowed under the Credit Agreement will accrue based on LIBOR and/or base rate loans plus the applicable margin determined by the partnership's senior unsecured debt credit rating published from time to time. As of the date of the Credit Agreement, the applicable margin is 0.925%.

In the ordinary course of their respective businesses, certain lenders party to the Credit Agreement or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, advisory, lending and/or commercial banking or other financial services for the Company and its subsidiaries for which they received, or may receive, customary fees and reimbursement of expenses.

Item 2.02. Results of Operations and Financial Conditions

On April 28, 2014, PS Business Parks reported its results of operations and financial condition for the quarter ended March 31, 2014. The full text of the press release is furnished as exhibit 99.1 to this Current Report on Form 8-K. The information in Item 2.02 and Exhibit 99.1 are being "furnished" in accordance with General Instruction B.2 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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

(a) The Company's annual meeting of shareholders was held on April 28, 2014.

(b) The three matters considered for a vote are described in detail in the Company's proxy statement for the 2014 Annual Meeting filed with the Securities and Exchange Commission on March 24, 2014. The final results for the votes for each proposal are set forth below.

1. The shareholders elected nine directors to the Board of Directors to hold office until the 2015 Annual Meeting or until their successors are duly qualified and elected. The votes for each nominee were as follows:

                                                                    Broker Non-
          Name                       Votes For       Withheld          Votes
          Ronald L. Havner, Jr.       25,107,622       217,221           506,341
          Joseph D. Russell, Jr.      25,315,195         9,648           506,341
          Jennifer Holden Dunbar      25,315,935         8,908           506,341
          James H. Kropp              25,271,832        53,011           506,341
          Sara Grootwassink Lewis     25,281,025        43,818           506,341
          Michael V. McGee            25,315,658         9,185           506,341
          Gary E. Pruitt              25,286,381        38,462           506,341
          Robert S. Rollo             25,315,635         9,208           506,341
          Peter Schultz               25,315,658         9,185           506,341

2. The shareholders ratified the appointment of Ernst & Young LLP as PS Business Parks' independent registered public accounting firm for the fiscal year ending December 31, 2014 as follows:

Broker Non- Votes For Votes Against Abstain Votes 25,778,366 50,235 2,583 -0-

3. The shareholders approved the advisory vote on executive compensation as follows:

                                                              Broker Non-
               Votes For     Votes Against      Abstain          Votes
               25,263,309            55,780        5,754           506,341

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1:     Second Amended and Restated Revolving Credit Agreement dated as of
                  April 28, 2014.

Exhibit 99.1:     Press release dated April 28, 2014.

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