Edgar Filing: DCT Industrial Trust Inc.

Dated: May 5, 2015

DCT INDUSTRIAL TRUST INC.

/s/ John G. Spiegleman

John G. Spiegleman

Executive Vice President and General Counsel

8-K

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):

April 29, 2015

DCT INDUSTRIAL TRUST INC.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-33201

82-0538520

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

518 17^th Street, Suite 800

Denver, CO

80202

(Address of Principal Executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (303) 597-2400

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))

Item 5.07

Submission of Matters to a Vote of Security Holders.

On April 29, 2015, DCT Industrial Trust Inc. (the “Company”) held its annual meeting of stockholders in Denver, Colorado (the “Annual Meeting”). As of the record date, there were a total of 88,290,608 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.

(a) Votes regarding the election of the persons named below as directors for a term expiring at the annual meeting of stockholders in 2016 and until their respective successors have been duly elected and qualified or until their earlier resignation or removal, were as follows:


Names of Directors	For		Against		Abstain		Broker Non-Votes
Thomas G. Wattles		75,225,282		671,673		44,666		3,931,949
Philip L. Hawkins		75,637,073		259,683		44,865		3,931,949
Marilyn A. Alexander		75,562,093		336,987		42,541		3,931,949
Thomas F. August		75,676,823		220,084		44,714		3,931,949
John S. Gates, Jr.		75,674,981		221,012		45,628		3,931,949
Raymond B. Greer		75,675,819		221,514		44,288		3,931,949
Tripp H. Hardin		72,804,212		3,092,944		44,465		3,931,949
John C. O’Keeffe		75,512,557		384,813		44,251		3,931,949
Bruce L. Warwick		75,675,953		222,134		43,534		3,931,949

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 2016 and until his or her respective successor has been duly elected and qualified or until his or her earlier resignation or removal.

(b) Votes regarding a non-binding, advisory resolution approving the compensation of the Company’s named executive officers, were as follows:


For	Against	Abstain	Broker Non-Votes
74,379,256	1,489,843	75,522	3,931,949

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.

(c) Votes regarding the ratification of the audit committee’s appointment of Ernst & Young LLP as independent registered public accounting firm for 2015, were as follows:


For	Against	Abstain
79,776,432	51,537	45,601

Based on the votes set forth above, the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company to serve for the fiscal year ending December 31, 2015 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.