Document


UNITED STATES
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 1, 2017

STAG INDUSTRIAL, INC.
(Exact name of registrant specified in its charter)

Maryland
 
1-34907
 
27-3099608
(State or Other Jurisdiction
 
(Commission
 
(IRS Employer
Of Incorporation)
 
File Number)
 
Identification No.)

One Federal Street, 23rd Floor
Boston, Massachusetts 02110
(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (617) 574-4777

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 and 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 5.07.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 1, 2017, STAG Industrial, Inc. (the “Company”) held its annual meeting of stockholders. The matters on which the stockholders voted, in person or by proxy, were:
(i)
the election of seven directors to hold office until the 2018 annual meeting of stockholders and until his successor has been duly elected and qualified;
(ii)
the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017; and
(iii)
the approval, by non-binding vote, of the Company’s executive compensation.
The seven nominees were elected, the ratification of the appointment of the independent registered public accounting firm was approved and executive compensation was approved. The results of the voting were as follows:
Election of Directors:
Director
 
Votes For
 
Votes
Withheld
 
Abstentions
 
Broker Non-
Votes
Benjamin S. Butcher
 
57,145,993
 
3,717,474
 
-0-
 
13,974,714
Virgis W. Colbert
 
57,975,416
 
2,888,051
 
-0-
 
13,974,714
Jeffrey D. Furber
 
57,860,947
 
3,002,520
 
-0-
 
13,974,714
Larry T. Guillemette
 
57,812,480
 
3,050,987
 
-0-
 
13,974,714
Francis X. Jacoby III
 
58,374,374
 
2,489,093
 
-0-
 
13,974,714
Christopher P. Marr
 
56,433,000
 
4,430,467
 
-0-
 
13,974,714
Hans S. Weger
 
57,841,233
 
3,022,234
 
-0-
 
13,974,714

Ratification of Appointment of Independent Registered Public Accountants:
Votes
For
 
Votes
Against
 
Abstentions
 
Broker Non-
Votes
70,362,882
 
1,581,596
 
2,893,703
 
-0-

Approval of Executive Compensation:
Votes
For
 
Votes
Against
 
Abstentions
 
Broker Non-
Votes
54,751,970
 
3,597,172
 
2,514,325
 
13,974,714

    




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.

 
 
STAG INDUSTRIAL, INC.
 
 
 
 
 
By:
/s/ Jeffrey M. Sullivan
 
 
Jeffrey M. Sullivan
 
 
Executive Vice President, General Counsel
 
 
and Secretary
 
 
Dated: May 2, 2017