pgre-8k_20180517.htm

 

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 17, 2018

 

 

Paramount Group, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland

 

001-36746

 

32-0439307

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

1633 Broadway, Suite 1801

New York, New York

 

10019

(Address of Principal Executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (212) 237-3100

 

 

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 (see General Instructions A.2.):

 

 

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))

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



 

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

 

 

On May 17, 2018, Paramount Group, Inc. (the “Company”) held its annual meeting of stockholders in New York, New York (the “Annual Meeting”). As of the record date, there were a total of 240,506,259 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for or against, and the number of abstentions and broker non-votes with respect to each matter, as applicable.

 

 

Proposal 1. Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2019 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal, were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

Names of Directors

 

For

 

 

Against

 

 

Abstain

 

 

Non-Votes

 

Albert Behler

 

 

182,393,904

 

 

 

6,940,304

 

 

 

14,763,305

 

 

 

2,957,298

 

Thomas Armbrust

 

 

187,899,981

 

 

 

1,434,230

 

 

 

14,763,302

 

 

 

2,957,298

 

Martin Bussmann

 

 

187,899,978

 

 

 

1,434,230

 

 

 

14,763,305

 

 

 

2,957,298

 

Dan Emmett

 

 

166,041,209

 

 

 

23,292,999

 

 

 

14,763,305

 

 

 

2,957,298

 

Lizanne Galbreath

 

 

165,696,173

 

 

 

23,638,038

 

 

 

14,763,302

 

 

 

2,957,298

 

Karin Klein

 

 

187,552,049

 

 

 

1,782,159

 

 

 

14,763,305

 

 

 

2,957,298

 

Peter Linneman

 

 

187,490,388

 

 

 

1,843,823

 

 

 

14,763,302

 

 

 

2,957,298

 

Katharina Otto-Bernstein

 

 

187,847,528

 

 

 

1,439,680

 

 

 

14,810,305

 

 

 

2,957,298

 

Mark Patterson

 

 

187,608,489

 

 

 

1,725,719

 

 

 

14,763,305

 

 

 

2,957,298

 

 

Based on the votes set forth above, each of the foregoing persons was duly elected to serve as a director for a term expiring at the annual meeting of stockholders in 2019 and until the directors’ successors have been duly elected and qualified or until a given director’s earlier resignation or removal.

 

 

Proposal 2. Votes regarding a non-binding, advisory resolution approving the compensation of the Company’s named executive officers, were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Broker

 

For

 

 

Against

 

 

Abstain

 

 

Non-Votes

 

 

164,259,943

 

 

 

25,067,447

 

 

 

14,770,123

 

 

 

2,957,298

 

 

Based on the votes set forth above, the non-binding, advisory resolution approving the compensation of the Company’s named executive officers was approved by the Company’s stockholders.

 

 

Proposal 3.  Votes regarding the ratification of the audit committee’s appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2018, were as follows:

 

  

 

 

 

 

 

 

 

 

 

 

For

 

 

Against

 

 

Abstain

 

 

206,343,525

 

 

 

705,994

 

 

 

5,292

 

 

Based on the votes set forth above, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company to serve for the fiscal year ending December 31, 2018 was duly ratified by the Company’s stockholders.



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.

 

 

PARAMOUNT GROUP, INC.

 

 

 

By:

/s/ Gage Johnson

 

Name:

Gage Johnson

 

Title:

Senior Vice President, General Counsel and Secretary

 

Dated: May 18, 2018