form8k2014annualmeeting


 


SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 30, 2014


HIGHWOODS PROPERTIES, INC.
(Exact name of registrant as specified in its charter)

 
Maryland
001-13100
56-1871668
 
 
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
 


HIGHWOODS REALTY LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

 
North Carolina
000-21731
56-1869557
 
 
(State or other jurisdiction
of incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
 


3100 Smoketree Court, Suite 600
Raleigh, North Carolina 27604
(Address of principal executive offices, zip code)

Registrants' telephone number, including area code: (919) 872-4924

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants 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.

Charles A. Anderson, 53, has been elected to join the Company’s Board of Directors effective May 30, 2014. Mr. Anderson, who will serve on the Company’s investment committee, co-founded Bandera Ventures, a private real estate development and investment firm, in May 2003. Previously, Mr. Anderson was with the Trammell Crow Company for 16 years where he last served as senior executive director, responsible for the development and investment group for the western United States. He also served on both the executive and operating committees at Trammell Crow. Mr. Anderson serves on the Board of Directors of a number of private organizations, including Triumph Savings Bank and The Cooper Institute.

Thomas W. Adler, 73, retired as a director upon expiration of his term at the 2014 annual meeting of stockholders. Mr. Adler had been a director since June 1994.

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

On May 30, 2014, the Company held its annual meeting of stockholders. The final vote of the matters presented for a vote at such meeting was as follows:

Matter
 
For
 
Against
 
Abstain/ Withheld
 
Broker Non-Votes
(1)
Election of Directors:
 
 
 
 
 
 
 
4,464,013

 
Charles A. Anderson
 
79,880,856

 

 
104,539

 
 
 
Gene H. Anderson
 
79,377,053

 

 
608,342

 
 
 
Edward J. Fritsch
 
79,447,375

 

 
538,020

 
 
 
David J. Hartzell
 
79,717,419

 

 
267,976

 
 
 
Sherry A. Kellett
 
79,715,498

 

 
269,897

 
 
 
Mark F. Mulhern
 
79,717,616

 

 
267,779

 
 
 
L. Glenn Orr, Jr.
 
76,696,887

 

 
3,288,508

 
 
 
O. Temple Sloan, Jr.
 
73,947,576

 

 
6,037,819

 
 
(2)
Ratify appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2014
 
84,238,121

 
194,177

 
17,110

 

(3)
Advisory vote on executive compensation
 
77,702,307

 
2,193,891

 
89,197

 
4,464,013









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
 
HIGHWOODS PROPERTIES, INC.
 
 
By: 
/s/ Jeffrey D. Miller
 
 
 
Jeffrey D. Miller
 
 
 
Vice President, General Counsel and Secretary
 
 
 
 


 
 
HIGHWOODS REALTY LIMITED PARTNERSHIP
 
 
By: Highwoods Properties, Inc., its general partner
 
 
By: 
/s/ Jeffrey D. Miller
 
 
 
Jeffrey D. Miller
 
 
 
Vice President, General Counsel and Secretary
 
 
 
 


Dated: May 30, 2014