UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2016
PARKWAY PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 1-11533 | 74-2123597 | ||
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Bank of America Center, 390 North Orange Avenue, Suite 2400, Orlando, Florida 32801
(Address of Principal Executive Offices, including zip code)
(407) 650-0593
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Parkway Properties, Inc. (the “Company”) held its Annual Meeting of Stockholders on May 19, 2016 (the “Annual Meeting”) at which the stockholders ratified the adoption of the Parkway Properties, Inc. 2016 Employee Stock Purchase Plan (the “2016 ESPP”). The Board of Directors (the “Board”) of the Company adopted the 2016 ESPP, subject to stockholder approval, on March 14, 2016. The Company previously sponsored the Parkway Properties, Inc. 2006 Employee Stock Purchase Plan, effective July 1, 2006 (the “2006 ESPP”), which the 2016 ESPP amends and restates. No purchase periods under the 2006 ESPP may begin after May 31, 2016.
The 2016 ESPP allows eligible employees and directors of the Company to purchase shares of the Company’s common stock on a systematic basis at a price equal to 85% of the average purchase price of the fair market value of a share of the Company’s common stock on the last five trading days of the purchase period. A participant in the 2016 ESPP may purchase an aggregate of $25,000 of the Company’s common stock in one calendar year. The maximum number of shares of the Company’s common stock reserved for issuance under the 2016 ESPP is 349,057. A description of the material terms of the 2016 ESPP is set forth under the heading “Proposals to be Voted on—Proposal 4—Ratify Adoption of the 2016 ESPP” in the Company’s 2016 Proxy Statement. The foregoing description of the 2016 ESPP is qualified in all respects by the terms of the 2016 ESPP, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the Annual Meeting, the stockholders (i) elected the ten director nominees, (ii) approved, on an advisory basis, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year, (iii) approved, on an advisory basis, the compensation awarded to the Company’s Named Executive Officers for 2015, and (iv) ratified the adoption of the 2016 ESPP.
The results of the voting for the ten director nominees were as follows:
| Name |
Affirmative | Withheld | Broker Non-Votes | |||||||||
| Avi Banyasz |
48,088,144 | 59,703,666 | 3,639,145 | |||||||||
| Charles T. Cannada |
84,823,447 | 22,968,363 | 3,639,145 | |||||||||
| Edward M. Casal |
47,043,185 | 60,748,625 | 3,639,145 | |||||||||
| Kelvin L. Davis |
82,230,088 | 25,561,722 | 3,639,145 | |||||||||
| Laurie L. Dotter |
84,821,929 | 22,969,881 | 3,639,145 | |||||||||
| James R. Heistand |
85,628,332 | 22,163,478 | 3,639,145 | |||||||||
| C. William Hosler |
83,397,349 | 24,394,461 | 3,639,145 | |||||||||
| Adam S. Metz |
79,272,478 | 28,519,332 | 3,639,145 | |||||||||
| Brenda J. Mixson |
77,745,511 | 30,046,299 | 3,639,145 | |||||||||
| James A. Thomas |
85,043,937 | 22,747,873 | 3,639,145 | |||||||||
The results for the advisory vote for the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year were as follows:
| Affirmative |
Negative | Abstentions | ||
| 107,210,149 | 2,809 | 4,893 |
The results for the advisory vote on executive compensation for 2015 were as follows:
| Affirmative |
Negative | Abstentions | Broker Non-Votes | |||
| 89,005,451 |
14,446,191 | 127,061 | 3,639,145 |
The results of the voting for the ratification of the adoption of the 2016 ESPP were as follows:
| Affirmative |
Negative | Abstentions | Broker Non-Votes | |||
| 103,155,905 |
367,503 | 55,295 | 3,639,145 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Parkway Properties, Inc. 2016 Employee Stock Purchase Plan | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 20, 2016 | PARKWAY PROPERTIES, INC. | |||||
| BY: | /s/ Jeremy R. Dorsett | |||||
| Jeremy R. Dorsett | ||||||
| Executive Vice President and | ||||||
| General Counsel | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.1 | Parkway Properties, Inc. 2016 Employee Stock Purchase Plan | |