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DLR > SEC Filings for DLR > Form 8-K on 2-May-2014All Recent SEC Filings

Show all filings for DIGITAL REALTY TRUST, INC.

Form 8-K for DIGITAL REALTY TRUST, INC.


2-May-2014

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submi


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

On and effective as of April 29, 2014, the Board of Directors of Digital Realty Trust, Inc. (the "company", "we" or "our") adopted the Fifth Amended and Restated Bylaws to add a forum selection provision and make ministerial changes. The forum selection provision generally provides that unless the company consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the company, (b) any action asserting a claim of breach of any duty owed by any director or officer or other employee of the company to the company or to the stockholders of the company, (c) any action asserting a claim against the company or any director or officer or other employee of the company arising pursuant to any provision of the Maryland General Corporation Law or the company's charter or bylaws, or (d) any action asserting a claim against the company or any director or officer or other employee of the company that is governed by the internal affairs doctrine.

The foregoing summary is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.



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

On April 28, 2014, we held our Annual Meeting of Stockholders, at which the stockholders voted on proposals as follows:

Proposal 1. Election of directors, each to serve until the 2015 Annual Meeting of Stockholders and until a successor for each has been duly elected and qualifies.

Nominee                             Votes For         Votes Against        Abstentions        Broker Non-Votes
Dennis E. Singleton                 107,389,768              223,232             61,913              13,304,271
Laurence A. Chapman                 107,387,168              226,302             61,443              13,304,271
Kathleen Earley                     107,379,809              235,847             59,257              13,304,271
Ruann F. Ernst, Ph.D.               107,189,017              426,375             59,521              13,304,271
Kevin J. Kennedy                    107,276,453              337,612             60,848              13,304,271
William G. LaPerch                  107,203,690              409,101             62,122              13,304,271
Robert H. Zerbst                    107,274,411              340,848             59,654              13,304,271

Proposal 2. Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2014.

Votes For Votes Against Abstentions Broker Non-Votes 120,501,372 404,359 73,453 N/A

Proposal 3. Approval of the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan.

Votes For Votes Against Abstentions Broker Non-Votes 105,575,525 1,952,689 146,699 13,304,271


Proposal 4. Resolution to approve, on a non-binding, advisory basis, the compensation of our named executive officers.

Votes For Votes Against Abstentions Broker Non-Votes 101,484,680 6,041,453 148,780 13,304,271



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No. Description

3.1 Fifth Amended and Restated Bylaws of Digital Realty Trust, Inc.


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