Current Report Filing (8-k)
08 September 2018 - 7:25AM
Edgar (US Regulatory)
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):
September 7, 2018
New York
REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
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001-36416
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27-1065431
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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7 Bulfinch Place, Suite 500
Boston, MA 02114
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number, including
area code:
(617) 570-4750
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:
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in 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).
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¨
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Emerging growth company
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¨
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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.
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Item 5.07. Submission of Matters to a Vote of Security Holders
On September 7, 2018, New York REIT, Inc. (the “Company”)
held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders
voted on a proposal to approve the conversion of the Company from a Maryland corporation to a Delaware limited liability company
to be known as New York REIT Liquidating LLC (the “LLC”), in accordance with Maryland law and Delaware law pursuant
to articles of conversion, a certificate of conversion and a certificate of formation, and to approve the operating agreement of
the LLC (the “Conversion Proposal”). The Company’s stockholders approved the Conversion Proposal.
The full results of the Conversion Proposal voted on at the
Special Meeting are set forth below:
For
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Against
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Abstain
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Broker Non-Votes
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10,469,118
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35,117
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1,404,615
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432,745
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Because there were sufficient votes from the Company’s
stockholders to approve the Conversion Proposal, it was not necessary to hold a vote on the proposal to adjourn the Special Meeting
to solicit additional proxies.
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: September 7, 2018
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NEW YORK REIT, INC.
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By:
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/s/ John Garilli
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John Garilli
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Chief Executive Officer, President, Chief Financial Officer,
Treasurer, and Secretary
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