Business Context and Reporting Period
This Form 8-K reports on the reconvened 2016 Annual Meeting of Stockholders for American Realty Capital New York City REIT, Inc., held on July 15, 2016. The meeting was initially called on June 29, 2016, but adjourned due to a lack of quorum. At the reconvened meeting, 15,737,030 shares were present out of 30,722,106 shares issued and outstanding.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results.
Material Changes and Voting Results
Stockholders voted on two primary proposals, both of which were approved:
- Proposal 1 (Election of Directors): Lee M. Elman, Elizabeth K. Tuppeny, Edward M. Weil, Jr., and Abby M. Wenzel were elected to the Board of Directors for one-year terms.
- Proposal 2 (Ratification of Auditors): The appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016, was ratified.
Voting Breakdown:
| Nominee/Proposal | Votes For | Votes Against | Abstain |
|---|---|---|---|
| Lee M. Elman | 14,287,463 | 622,212 | 827,355 |
| Elizabeth K. Tuppeny | 14,349,540 | 601,891 | 785,599 |
| Edward M. Weil, Jr. | 13,010,840 | 1,967,900 | 758,290 |
| Abby M. Wenzel | 14,348,687 | 607,626 | 780,717 |
| Ratification of KPMG | 13,976,885 | 1,016,071 | 744,074 |
Outlook, Risks, and Unusual Items
The Annual Meeting was further adjourned to July 29, 2016, to allow additional time for stockholder consideration and proxy solicitation regarding eleven additional proposals. These proposals involve amending the Company's charter to revise or remove provisions related to:
- Stock provisions and transfer/ownership restrictions.
- Stockholder voting and information rights.
- Composition and conduct of the Board of Directors.
- Conduct of business and sponsor/advisor relationships.
- Interpretation of NASAA REIT guidelines.
Valid proxies submitted prior to July 15, 2016, remain valid for the reconvened meeting unless revoked.
Investor Verification Checklist
- Verify the outcome of the eleven charter amendment proposals scheduled for the July 29, 2016, reconvened meeting.
- Confirm the final composition of the Board of Directors following the election of the four nominees.
- Review the specific language of the proposed charter amendments regarding sponsor and advisor restrictions.
- Monitor future filings for the results of the July 29, 2016, meeting.